StockCode:500120 - Bombay Stock Exchange · 2019. 7. 13. · StockCode:500120 Sub. Submission of...

July 13,.2019!:t

•••••••••••••••••••••••••••••••••••••Diamines

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ESE LimitedDepartment of Corporate Services,25, P. J. Towers,Dalal Street,Mumbai - 400 001

Stock Code: 500120

Sub. Submission of revised Annual Report 2018-19 and Notice convening the 43rd

Annual General Meeting of the CompanyRef. Intimation dated July 11, 2019 under Regulation 34 of the SEEI (Listing

Obligation and Disclosure Requirement) Regulation, 2015 as amended

Dear Sir,

Pursuant to Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 as amended, we submit herewith the revised AnnualReport of the Company for the Financial Year 2018-19 along with the Notice conveningthe 43rd Annual General Meeting will be held on August 09, 2019 at 12:00 noon at theRegistered Office of the Company at Plot no.13, PCC Area, P.O. Petrochemicals,Vadodara - 391346.

Kindly take the same on record.

Thanking You,

Yours Faithfully,

Diamines and Chemicals Limited (ON No. L24110GJ1976PLC00290S)

Plot No. 13 P.c.c. Area, P.O.Petrochemicals, Dist. Vadodara 391 346, Gujarat (India). T: + 91 2653920200, F:+91 2652230218 E:[email protected],W:dacl.co.in

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1

CONTENTS PAGEFinancial Highlights Inside Front CoverNotice of Annual General Meeting 2Directors' report 16Auditors' report 59Balance sheet 70Statement of Profit & loss 71Cash flow statement 72Statement of Change in Equity 74Notes to the Financial Statement 75

Registered Office & Works

Plot No. 13, PCC Area, P. O. Petrochemicals,Vadodara - 391 346.

Tel: (91) (0265) 3920200 • Fax: (91) (0265) 2230 218Email: [email protected] • Web Site: www.dacl.co.in

AuditorsM/s K. C. Mehta & Co.Chartered Accountants

Meghdhanush, Race Course,Vadodara - 390 007, India.

BankersState Bank of India, Vadodara

BOARD OF DIRECTORS

Mr. Yogesh Kothari ChairmanMr. Amit Mehta Vice ChairmanMr. G. S. Venkatachalam Executive DirectorMr. Kirat Patel DirectorMr. Rajendra Chhabra Independent DirectorMr. Dhruv Kaji (upto 11.02.19) Independent DirectorDr. Ambrish Dalal Independent DirectorMr. Shreyas Mehta Independent DirectorMrs. Kejal Pandya (w.e.f. 27.04.18) Independent Director

Company SecretaryMs. Hemaxi Pawar

Chief Financial OfficerMr. Dipen Ruparelia

Registrar & Share Transfer Agent

M/s MCS Share Transfer Agent Ltd.(Upto 30.09.2019)

88, Neelam Appt., Above Chhapan Bhog,Sampatrao Colony, Alkapuri,

Vadodara - 390007 Gujarat, India.

M/s Link Intime India Pvt. Ltd.(w.e.f. 01.10.2019)

B-102 & 103, Shangrila Complex,First Floor, Opp. HDFC Bank,

Near Radhakrishna Char Rasta, Akota,Vadodara-390 020 Gujarat, India.


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NOTICENOTICE is hereby given that the 43rd (Forty-Third) Annual General Meeting (AGM) of the members ofM/s. Diamines and Chemicals Limited will be held at the Registered Office of the Company situated at PlotNo. 13, PCC Area, P. O. Petrochemicals, Vadodara – 391 346 on Friday, the 9th Day of August, 2019 at 12:00Noon to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited Financial Statements of the Company for the Financial Yearended on 31st March, 2019 together with the Reports of the Board of Directors’ and Auditors’ thereon forthe year ended on 31st March, 2019.

2. To appoint a Director in place of Mr. Amit Mehta (DIN: 00073907) who retires by rotation and beingeligible, offers himself for re-appointment.

3. To appoint a Director in place of Mr. G. S. Venkatachalam (DIN: 02205898) who retires by rotation andbeing eligible, offers himself for re-appointment.

4. To confirm the payment of Interim Dividends on Equity Shares for financial year 2018-19 and to declarefinal dividend of ` 2 per Ordinary (Equity) share of 10/- each for the financial year 2018-19.

SPECIAL BUSINESS:

5. Re-appointment of Mr. Rajendra Chhabra as an Independent Non-Executive Director.

To consider, and if thought fit, to pass following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicableprovisions of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Qualification ofDirectors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time beingin force) read with Schedule IV to the Act and applicable provisions of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 as may be in force from time to time, Mr. Rajendra Chhabra(DIN: 00093384), Independent Non-Executive Director of the Company, whose present term of office asan Independent Director expires on 11th August, 2019 has given his consent for the re-appointment andhas submitted a declaration that he meets the criteria of independence as provided in Section 149(6) ofthe Act and the applicable Regulation of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, as amended from time to time and who is eligible for reappointment, be and is herebyre-appointed as an Independent Non-Executive Director of the Company to hold office for second term offive consecutive years with effect from 12th August, 2019 to 11th August, 2024 and whose office shall notbe liable to retire by rotation, as recommended by the Nomination and Remuneration Committee.”

“RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and ishereby authorised to do all acts, deeds and things including filings and take steps as may be deemednecessary, proper or expedient to give effect to this Resolution and matters incidental thereto.”

6. Re-appointment of Dr. Ambrish Dalal as an Independent Non-Executive Director.

To consider, and if thought fit, to pass following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicableprovisions of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Qualification ofDirectors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time beingin force) read with Schedule IV to the Act and provisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, Dr. Ambrish Dalal (DIN: 02546506), Independent Non-ExecutiveDirector of the Company, who has submitted a declaration that he meets the criteria of independence asprovided in Section 149(6) of the Act and the applicable Regulation of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, as amended from time to time and who is eligible forreappointment, be and is hereby re-appointed as an Independent Non-Executive Director of the Companyto hold office for second term of five consecutive years with effect from 12th August, 2019 to


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11th August, 2024 and whose office shall not be liable to retire by rotation, as recommended by theNomination and Remuneration Committee.”


7. Re-appointment of Mr. Shreyas Mehta as an Independent Non-Executive Director.To consider, and if thought fit, to pass following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicableprovisions of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Qualification ofDirectors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time beingin force) read with Schedule IV to the Act and provisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, Mr. Shreyas Mehta (DIN: 00211592), Independent Non-ExecutiveDirector of the Company, who has submitted a declaration that he meets the criteria of independence asprovided in Section 149(6) of the Act and the applicable Regulation of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, as amended from time to time and who is eligible forreappointment, be and is hereby re-appointed as an Independent Non-Executive Director of the Companyto hold office for second term of five consecutive years with effect from 8th May, 2020 upto 7th May, 2025and whose office shall not be liable to retire by rotation, as recommended by the Nomination andRemuneration Committee.”


8. Change in place of keeping of Registers and Returns.

To consider and if thought fit, to pass following resolution as a Special Resolution:“RESOLVED THAT pursuant to the provisions of Section 94 of the Companies Act, 2013 read with ofCompanies (Management and Administration) Rules, 2014 and other applicable provision and Rules, ifany, of the Companies Act, 2013, the Company hereby approves, the keeping of the Register and Indexof Members, Register and Index of Debenture holders, Register of any other security holders and copiesof Annual Returns of the Company prepared under Section 92 of the said act, together with copies ofcertificates and documents as required to be annexed thereto under the said act or any one or more ofthem, at the office of Registrar and Share Transfer Agent, M/s Link Intime India Pvt. Ltd. at B-102 & 103,Shangrila Complex, First Floor, Opp. HDFC Bank, Near Radhakrishna Char Rasta, Akota, Vadodara –390 020.

RESOLVED FURTHER THAT Mr. G. S. Venkatachalam, Executive Director and/or the CompanySecretary of the Company be and is hereby authorized to do all such acts, deeds, matters as deem fitand necessary to give effect to this resolution.”

Place : MumbaiDate : May 17, 2019CIN NO: L24110GJ1976PLC002905REGISTERED OFFICE: By Order of the BoardPlot No.13, PCC Area,P.O. Petrochemicals, Hemaxi PawarVadodara –391 346 Company Secretary

Membership No.: A52581

N O T E S:

1. The Explanatory Statement, for Item No. 5 to 8 pursuant to Section 102 of the Companies Act, 2013, isannexed hereto and forms part of this notice. The relevant details as required under Regulation 36 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, of persons seekingappointment / re-appointment as Directors under Item No. 2, 3, 5, 6 & 7 of the Notice, are also annexed.


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2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT APROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER.THE PROXY FORM MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY GIVENHEREUNDER, NOT LESS THAN 48 (FOURTY-EIGHT) HOURS BEFORE THE MEETING. A PERSONCAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING INTHE AGGREGATE NOT MORE THAN 10 (TEN) PERCENT OF THE TOTAL SHARE CAPITAL OFTHE COMPANY CARRYING VOTING RIGHTS. A MEMBER HOLDING MORE THAN 10 (TEN)PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAYAPPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS A PROXYFOR ANY OTHER PERSON OR SHAREHOLDER.

3. Corporate members intending to send their authorized representatives to attend the Meeting pursuant toSection 113 of the Companies Act, 2013 are requested to send to the Company a certified copy of theBoard Resolution authorizing their representative together with specimen signatures of their authorizedrepresentatives to attend and vote on their behalf at the Meeting.

4. The Register of Members and the Share Transfer Books of the Company will remain closed from 2nd

August, 2019 to 9th August, 2019 (both days inclusive).

5. Members are requested to bring their attendance slip along with their copy of annual report to the Meeting.

6. Members, who hold shares in dematerialization form, are requested to bring their depository accountnumber for identification.

7. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of nameswill be entitled to vote.

8. Relevant documents, reports, orders, notice or other papers referred to in the accompanying Notice areopen for inspection by the members at the Registered Office of the Company on all working days, between11:00 a.m. and 1:00 p.m. up to the date of Annual General Meeting.

Pursuant to applicable provisions of the Companies Act, 2013, as applicable from time to time, the amountof dividend remaining unpaid or unclaimed for a period of seven years from the date of its transfer to theUnpaid Dividend Account of the Company is required to be transferred to Investor Education and ProtectionFund established by the Central Government. The Company during the year has transferred the unclaimeddividend amount of Final Dividend for the financial year 2010-11 to the Investor Education and ProtectionFund of the Central Government. Members who have not claimed their Final dividend for the financial

who have not en-cashed their above Dividend Warrants may approach to the Company/RTA immediately

dividend amount to the Investor Education and Protection Fund and no claim shall lie against the Companyfor the said amount of unclaimed dividend so transferred. A sum of ` 508020/- has been transferred tothe Investor Education and Protection Fund in the year 2018 towards unclaimed/unpaid dividend for theFinal Dividend for the financial year 2010-11.

9. To avoid loss of dividend warrants in transit and undue delay in respect of receipt of dividend warrants,the Company has provided a facility to the Members for remittance of dividend through the NationalElectronic Clearing System (NECS)/National Automated Clearing House (NACH). It is in Membersinterest to avail NECS/NACH facility as it is quick and much convenient way of getting dividenddirectly in your bank account. Members desirous of availing NECS/NACH facility are requested tosubmit bank particulars in ECS Mandate Form to the companies registrar and share transper agent. Theformat is available on website of the company at www.dacl.co.in

10. As per Section 124(6) of the Act read with the IEPF Rules as amended, all the shares in respect of whichdividend has remained unpaid / unclaimed for seven consecutive years or more have been transferred/in process of transfer to the IEPF Account.


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11. In the event of transfer of shares and the unclaimed dividends to IEPF, members are entitled to claim thesame from IEPF by submitting an online application in the prescribed Form IEPF-5 available on thewebsite www.iepf.gov.in and sending a duly signed physical copy of the same to the Company along withthe requisite documents enumerated in Form IEPF-5. Members can file only one consolidated claim in afinancial year as per the IEPF Rules.

12. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent AccountNumber (PAN) by every participant in securities market. Members holding shares in electronic form arerequired to submit their PAN to their Depository Participants and Members holding shares in physicalform shall submit their PAN to Company’s Registrar & Share Transfer Agent or to the Company Secretaryat the registered office of the Company.

13. Members are requested to notify immediately:

(a) Any change in their residential address.

(b) Income-tax Permanent Account Number (PAN).

(c) Bank details – Name and address of the bank; A/c No.; type of A/c

14. Non-Resident Indian Shareholders are requested to inform the Company immediately:

(i) The change in the Residential Status on return to India for permanent settlement;

(ii) The particulars of NRE Bank Account maintained in India with complete name and address of theBank, if not furnished earlier.

15. Members seeking any information or clarification on the Accounts and operation of the Company arerequested to send in written queries to the Company, at least ten days before the date of the annualgeneral meeting. Replies will be provided in respect of such written queries received only at the meeting.

16. Members / Proxies should bring the Attendance Slip sent herewith, duly filled in, for attending the meeting.

17. Members are requested to address their communications regarding transfer of shares, change of address,dividend mandates, etc. quoting their folio number(s) to the Company’s Registrar & Transfer Agent:

M/s. MCS Share Transfer Agent Limited, (Upto 30.09.2019)*88, Neelam Apt,Above ChappanBhog,Sampatrao Colony,Alkapuri, Vadodara – 390 007Tel. (0265)2350490/2314757Fax: (0265) 2341639Email: [email protected]

M/s. Link Intime India Pvt. Ltd. (w.e.f. 01.10.2019)*B-102 & 103, Shangrila Complex, First Floor,Opp. HDFC Bank,Near Radhakrishna Char Rasta,Akota, Vadodara – 390 020.Te. (0265) 2356573Email: [email protected]

* The Board has approved to change RTA subject to approval by Members in the AGM.

18. The Company will not entertain any direct request from Members for deletion/change in the bankaccount details furnished by Depository Participants to the Company.

19. SEBI, vide its Circular No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018, amended Regulation 40 ofSEBI Listing Regulations pursuant to which after 31st March, 2019 transfer of securities could not be


6

processed unless the securities are held in the dematerialized form with a depository. Members holdingshares in physical form are requested to dematerialize their holdings at the earliest as it will not bepossible to transfer shares held in physical mode as per extension of the deadline announced by SEBI.

20. Members who hold shares in physical form in multiple folios in identical names or joint holding in thesame order of names are requested to send the share certificates to Registrar and Share Transfer Agent,for consolidation into a single folio. The share certificates will be returned to the members after makingrequisite changes thereon.

21. As per the provisions of Section 72 of the Companies Act, 2013 and Rule 19(1) of the Companies (ShareCapital and Debentures) Rules, 2014, Members holding shares in physical form may file nomination inthe prescribed Form SH-13 with the Company’s Registrar and Share Transfer Agent. In respect of sharesheld in Demat form; the nomination form may be filed with the respective Depository Participant.

22. The Company has made bonus issue of equity shares at the AGM held on 12th July, 2011, and has madean allotment of Bonus shares on 21.07.2011 to the shareholders, who were eligible. Pursuant to Clause5(A) of the erstwhile Listing agreement, shares which are unclaimed after necessary reminders given tothe shareholders, have already been credited to “Demat Suspense Account”. Hence, the Companyrequests such shareholders, who have not yet claimed such bonus shares, that they communicate theCompany’s RTA and claim such shares at their end.

23. As per sub clause F of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation,2015 the Company shall disclose the following details in its Annual Report, as long as there are shares inthe suspense account:

(i) Aggregate number of shareholders and the outstanding shares in the suspense account lying atthe beginning of the year; 940 Shareholders & 26,281 shares

(ii) Number of shareholders who approached issuer for transfer of shares from suspense accountduring the year: Nil

(iii) Number of shareholders to whom shares were transferred from suspense account during theyear: Nil

(iv) Aggregate number of shareholders and the outstanding shares in the suspense account lying atthe end of the year; 940 Shareholders & 26,181 shares

(v) That the voting rights on these shares shall remain frozen till the rightful owner of such sharesclaims the shares.

24. In line with the measures of Green Initiative, Companies Act, 2013, provides for sending notice of themeeting along with annual report to the Members through electronic mode. Members holding shares inphysical mode are requested to register their e-mail Id’s with the Company/RTA. Members holding sharesin dematerialised mode are requested to register their e-mail id’s with their respective DPs. If there is anychange in the e-mail id already registered with the Company/RTA, Members are requested to immediatelynotify such change to the Company/RTA in respect of shares held in physical form and to DPs in respectof shares held in electronic form.

25. The notice of AGM along with the Annual report 2018-19 is being sent by electronic mode to thosemembers whose e-mail addresses are registered with the Company/Depositories, unless any memberhas requested for a physical copy of the same. For members who have not registered their e-mailaddresses, physical copies are being sent by the permitted mode.

26. Members are requested to bring their copy of the Annual Report to the Annual General Meeting as anausterity measure.

In compliance with the provisions of Section 108 of the Companies Act, 2013, and in accordance withRule 20 of the Companies (Management and Administration) Amendment Rules, 2015, and Regulation


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44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulation, 2015, the Company has fixed 2nd August, 2019 as the “cut-off date” to determine the eligibilityto vote by electronic means or in the general meeting. A person whose name is recorded in the registerof “remote e-voting” (e-voting from a place other than venue of the AGM), to enable them to cast theirvotes at the 43rd Annual General Meeting (AGM) and the business at the 43rd AGM may be transactedthrough such voting. The Company has entered into an agreement with Central Depository Services(India) Ltd. (CDSL) for facilitating e-voting to enable all its Shareholders to cast their vote electronically.

The facility for voting, either through electronic voting system or ballot/polling paper shall also be madeavailable at the venue of the AGM, apart from the remote e-voting facility provided prior to the date ofAGM. The members attending the meeting, who have not already cast their vote through remote e-votingshall be able to exercise their voting rights at the meeting. The members who have already cast their voteby remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast theirvote again at the AGM. The Company has appointed Mr. Sandip Sheth (Mem No. 5467) or failing him Mr.Prashant Prajapati (Mem No. 32597) of M/s. Sandip Sheth & Associates, the firm of Company Secretariesin whole time practice, as the Scrutinizer for conducting the remote e-voting and the voting process at theAGM in a fair and transparent manner. The Scrutinizer shall make a consolidated Scrutinizer’s report ofthe total votes cast in favour or against, if any, during the remote e-voting and voting at the AGM, not laterthan 48 hours from the conclusion of the meeting, to the Chairman or a person, authorised by him inwriting. The Chairman or a person, authorised by him in writing, shall declare the results of the AGMforthwith. The results declared along with the Scrutinizer’s report shall be placed on the Company’swebsite and on the website of CDSL and shall be communicated to the Stock Exchanges.

• In compliance with the provisions of section 108 of the Act and the Rules framed thereunder, the Membersare provided with the facility to cast their vote electronically, through the e-voting services provided byCDSL, on all resolutions set forth in this Notice.

The instructions for e-voting are as under:

A. Instructions for Demat folios:

In case a Member receives an e-mail from CDSL (for Members whose e-mail addresses areregistered with the Company/Depositories):

(i) The voting period begins on <August 05, 2019 at 9:00 a.m.> and ends on < August 08, 2019at 5:00 p.m.>. During this period, shareholders’ of the Company, holding shares either inphysical form or in dematerialized form, as on the cut-off date of <August 02, 2019>, maycast their vote electronically. The e-voting module shall be disabled by CDSL for votingthereafter.

(ii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iii) Click on Shareholders.

(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered withthe Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com andvoted on an earlier voting of any company, then your existing password is to be used.


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(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income TaxDepartment (Applicable for both demat shareholders as well as physicalshareholders)

• Members who have not updated their PAN with the Company/Depository Participant are requested to use the serial numberprinted in address slip.

Dividend Bank Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format)Details OR date as recorded in your demat account or in the company records in orderof Birth (DOB) to login.

• If both the details are not recorded with the depository or company,please enter the member id / folio number in the Dividend Bankdetails field as mentioned in instruction (iv).

(viii) After entering these details appropriately, click on “SUBMIT” tab.

(ix) Members holding shares in physical form will then directly reach the Company selectionscreen. However, members holding shares in demat form will now reach ‘Password Creation’menu wherein they are required to mandatorily enter their login password in the new passwordfield. Kindly note that this password is to be also used by the demat holders for voting forresolutions of any other company on which they are eligible to vote, provided that companyopts for e-voting through CDSL platform. It is strongly recommended not to share yourpassword with any other person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on theresolutions contained in this Notice.

(xi) Click on the EVSN for the relevant <DIAMINES AND CHEMICALS LIMITED> on which youchoose to vote.

(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same theoption “YES/NO” for voting. Select the option YES or NO as desired. The option YES impliesthat you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmationbox will be displayed. If you wish to confirm your vote, click on “OK”, else to change yourvote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify yourvote.

(xvi) You can also take a print of the votes cast by clicking on “Click here to print” option on theVoting page.

(xvii) If a demat account holder has forgotten the login password then Enter the User ID and theimage verification code and click on Forgot Password & enter the details as prompted by thesystem.

(xviii) Shareholders can also use Mobile app - “m - Voting” for e voting. m - Voting app is availableon Apple, Android and Windows based Mobile. Shareholders may log in to m - Voting usingtheir e voting credentials to vote for the company resolution(s).

(xix) Note for Non – Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodianare required to log on to www.evotingindia.com and register themselves as Corporates.


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• A scanned copy of the Registration Form bearing the stamp and sign of the entityshould be emailed to [email protected].

• After receiving the login details, user would be able to link the account(s) for which theywish to vote on.

• The list of accounts linked in the login should be mailed [email protected] and on approval of the accounts they would be ableto cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they haveissued in favour of the Custodian, if any, should be uploaded in PDF format in thesystem for the scrutinizer to verify the same.

(xx) In case you have any queries or issues regarding e-voting, you may refer the FrequentlyAsked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, underhelp section or write an email to [email protected].

B. In case of members receiving the physical copy:

(i) Please follow all steps from sl. no. (i) to sl. no. (xvii) above to cast vote.

(ii) The voting period begins on August 05, 2019, at 9.00 a.m. and ends on August 08, 2019, at5.00 p.m. During this period, shareholders’ of the Company, holding shares either in physicalform or in dematerialized form, as on the cut-off date of August 02, 2019, may cast their voteelectronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(iii) In case you have any queries or issues regarding e-voting, you may refer the FrequentlyAsked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com underhelp section or write an email to [email protected].

C. Other Instructions:

i. The e-voting period commences on Monday, August 05, 2019 (9.00 a.m. IST) and ends onThursday, August 08, 2019 (5.00 p.m. IST). During this period, Members of the Company,holding shares either in physical form or in dematerialized form, as on August 02, 2019, maycast their vote electronically. The e-voting module shall be disabled by CDSL for votingthereafter. Once the vote on a resolution is cast by the Member, he shall not be allowed tochange it subsequently.

ii. The voting rights of Members shall be in proportion to their shares of the paid up equity sharecapital of the Company as on August 02, 2019.

iii. Any person, who acquires shares of the Company and becomes a Member of the Companyafter dispatch of notice and holding shares as on the cut-off date i.e. Friday, August 02, 2019,may obtain the login ID and password by sending a request [email protected]. However, if you are already registered with CSDL for remotee-voting then you can use your existing user ID and password for casting your vote. If youforgot your password, you can reset your password by using “Forgot User details/password”option available on CDSL www.evotingindia.com or contact CDSL at the toll free number:18002005533 or you can write to the Company Secretary / compliance officer of the Company– Ms. Hemaxi Pawar on the office number: +91-0265-3920200 or you can write an e-mail [email protected].

iv. Members who do not have access to e-voting facility may send duly completed Ballot Form(enclosed with the Annual Report) so as to reach the Scrutinizer appointed by the Board ofDirectors of the Company, Mr. Sandip Sheth, Practicing Company Secretary, (MembershipNo. FCS 5467), at the Registered Office of the Company not later than Thursday, August 08,2019 (5.00 p.m. IST). Members have the option to request for physical copy of the BallotForm by sending an e-mail to [email protected] by mentioning their Folio / DP ID and


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Client ID No. However, the duly completed Ballot Form should reach the Registered Office ofthe Company not later than Thursday, 8th August, 2019 (5.00 p.m. IST).

Ballot Form received after this date will be treated as invalid.

A Member can opt for only one mode of voting i.e. either through e-voting or by Ballot. If aMember casts votes by both modes, then voting done through e-voting shall prevail andBallot shall be treated as invalid.

v. Route Map to the venue of Annual General Meeting is attached herewith this notice.

CIN NO: L24110GJ1976PLC002905REGISTERED OFFICE:Plot No.13, PCC Area, By Order of the BoardP.O. Petrochemicals,Vadodara –391 346 Hemaxi Pawar

Company SecretaryMembership No.: A52581

Place : MumbaiDate : May 17, 2019

ANNEXURE TO THE NOTICE

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

ITEM NO. 2:

Mr. Amit Mehta retires by rotation at the ensuing Annual General Meeting, and being eligible, has offeredhimself for reappointment.

Mr. Amit Mehta is the Vice Chairman of the Company since 14th March, 2001. He is also one of the Promotersof the Company. Mr. Amit Mehta aged 64 years, is a successful businessman, having over 40 years’ of experiencein the business of chemicals. His skills and knowledge is of immense help to the Company in achieving desiredsales target and in maintaining cordial relations with customers at large.

Mr. Amit Mehta holds 8,62,099 equity shares in the Company. Mr. Amit Mehta holds directorship in the followingcompanies;

1. Perfo Chem (India) Pvt. Ltd.

2. S. Amit Speciality Chemicals Pvt. Ltd.

3. Insight Health Scan Pvt. Ltd.

4. Topnotch Reality Pvt. Limited

5. Pinami Reality Pvt. Ltd.

6. Finorga (I) Pvt. Ltd.

7. Value E-Healthcare Ltd.

8. Global Local Lifestyle Services Pvt. Ltd.

9. Tomorrowland Apparels Pvt. Ltd.

10. Sadhana Nitro Chem Ltd.


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It will be in the interest of the Company that Mr. Amit Mehta continues as Director of the Company.Mr. Amit Mehta is interested in this resolution since it relates to his reappointment.

Resolution placed at item no. 2 of the notice is recommended for approval of the Shareholders as ordinaryresolution.

No Director, key managerial personnel or their relatives, except Mr. Amit Mehta, to whom the resolutionrelates, are interested or concerned in the Resolution.

ITEM NO: 3

Mr. Govindarajapuram Seshadri Venkatachalam aged about 64 years, possesses Bachelor’s degree inCommerce from Mumbai University and also he is a Chartered Accountant, having more than 30 years ofexperience in his core area of Competence i.e. Accounts & Finance. He is with company since 2008 as anIndependent Director of the Company and appointed as an Executive Director with effect from 7th February,2015 and also re-appointed with effect from 7th February, 2018 for the period of 3 years. Prior to this he hasworked in various companies which exposed him to different corporate cultures and thus has enriched hisprofile on understanding of human behavior and different business practices.

Mr. G. S. Venkatachalam holds 11,717 equity shares in the Company and he is an executive director of thecompany.

It will be in the interest of the Company that Mr. G. S. Venkatachalam continues as Director of the Company.He is interested in this resolution since it relates to his reappointment.

Resolution placed at item no. 3 of the notice is recommended for approval of the Shareholders as ordinaryresolution.

No Director, key managerial personnel or their relatives, except Mr. G. S. Venkatachalam, to whom the resolutionrelates, are interested or concerned, financially or otherwise in the Resolution.

ITEM NO. 5: Re-appointment of Mr. Rajendra Chhabra as an Independent Non-Executive Director.

Mr. Rajendra Chhabra was appointed as an Independent Non-Executive Director of the Company by themembers at the 38th AGM of the Company held on 12th August, 2014 for a period of five consecutive yearscommencing from 12th August, 2014 upto 11th August, 2019.

As per Section 149(10) of the Act, an Independent Director shall hold office for a term of upto five consecutiveyears on the Board of a Company, but shall be eligible for re-appointment on passing a special resolution bythe Company for another term of upto five consecutive years on the Board of a Company.

Based on recommendation of Nomination and Remuneration Committee and in terms of the provisions ofSections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, Mr. Chhabra, being eligible for re-appointmentas an Independent Director and offering himself for re-appointment, is proposed to be re-appointed as anIndependent Director for second term of five consecutive years from 12th August, 2019 upto 11th August, 2024.

The Company has received declaration from him stating that he meets the criteria of Independence as prescribedunder sub-section (6) of Section 149 of the Companies Act, 2013 and the applicable Regulation of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 as ammended from time to time. He hasalso given his consent to continue to act as Director of the Company, if so appointed by the members.

In the opinion of the Board, Mr. Chhabra fulfils the conditions specified under Section 149 (6) of the Act, theCompanies (Appointment and Qualification of Directors) Rules, 2014 and the applicable Regulation of theSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as ammended from time to time,for his reappointment as an Independent Non-Executive Director of the Company and is independent of themanagement. Copy of the draft letter for appointment of Mr. Chhabra as an Independent Non-Executive Directorsetting out terms and conditions would be available for inspection without any fee by the members at theRegistered Office of the Company during normal business hours (9:00 am to 5:00 pm) on any working day,except Saturday, upto and including the date of AGM of the Company.


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The Board considers that his continued association would be of immense benefit to the Company and it isdesirable to continue to avail services of Mr. Chhabra as an Independent Director. Accordingly, the Boardrecommends passing of the Special Resolution in relation to re-appointment of Mr. Chhabra as an IndependentDirector for another term of five consecutive years with effect from 12th August, 2019 upto 11th August, 2024,for the approval by the shareholders of the Company.

MR. RAJENDRA CHHABRA (DIN: 00093384)

Mr. Rajendra Chhabra is an independent Director of the company and he holds this position in the companysince 14th March, 2001. He is a Practicing Chartered Accountant. Mr. Chhabra has vast knowledge in the fieldof Accounts and Finance. During his tenure since 2001, he has played very active and significant role in settingup the complete transparency and integrity in finance functions of the Company.

Mr. Rajendra Chhabra holds 7,800 Equity shares in the company. He is also on the Board of the Value HealthcareLtd.

Except Mr. Rajendra Chhabra, being an appointee and his relatives, none of the Directors and Key ManagerialPersonnel of the Company and their relatives are concerned or interested, financially or otherwise, in theresolution set out at Item No. 5 of the accompanying Notice of the AGM. Mr. Rajendra Chhabra is not relatedto any Director of the Company.

ITEM NO. 6: Re-appointment of Dr. Ambrish Dalal as an Independent Non-Executive Director.

Dr. Ambrish Dalal was appointed as an Independent Non-Executive Director of the Company by the membersat the 38th AGM of the Company held on 12th August, 2014 for a period of five consecutive years commencingfrom 12th August, 2014 upto 11th August, 2019.


Based on recommendation of Nomination and Remuneration Committee and in terms of the provisions ofSections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, Dr. Dalal, being eligible for re-appointment asan Independent Director and offering himself for re-appointment, is proposed to be re-appointed as anIndependent Director for second term of five consecutive years from 12th August, 2019 upto 11th August, 2024.

The Company has received declaration from him stating that he meets the criteria of Independence as prescribedunder sub-section (6) of Section 149 of the Companies Act, 2013 and the applicable Regulation of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, as ammended from time to time. He hasalso given his consent to continue to act as Director of the Company, if so appointed by the members.

In the opinion of the Board, Dr. Dalal fulfils the conditions specified under Section 149 (6) of the Act, theCompanies (Appointment and Qualification of Directors) Rules, 2014 and the applicable Regulation of theSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as ammended from time to time,for his reappointment as an Independent Non-Executive Director of the Company and is independent of themanagement. Copy of the draft letter for appointment of Dr. Dalal as an Independent Non-Executive Directorsetting out terms and conditions would be available for inspection without any fee by the members at theRegistered Office of the Company during normal business hours (9:00 am to 5:00 pm) on any working day,except Saturday, upto and including the date of AGM of the Company.

The Board considers that his continued association would be of immense benefit to the Company and it isdesirable to continue to avail services of Dr. Dalal as an Independent Director. Accordingly, the Boardrecommends passing of the Special Resolution in relation to re-appointment of Dr. Dalal as an IndependentDirector for another term of five consecutive years with effect from 12th August, 2019 upto 11th August, 2024,for the approval by the shareholders of the Company.


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DR. AMBARISH DALAL (DIN: 02546506)

Dr. Ambarish Dalal is an independent Director of the Company and he hold this position in the Company since31.03.2009. Dr. Dalal is MBBS, D.M.R.E., Diplomate American Board of Radiology, is a senior Practicingradiologist.

He holds 200 equity shares in the Company.

He is also on the Board of the following companies:

1. Insight Healthscan Pvt. Ltd.

2. Perfect Image Cosmetology Pvt. Ltd.

Except Dr. Ambrish Dalal, being an appointee and his relatives, none of the Directors and Key ManagerialPersonnel of the Company and their relatives are concerned or interested, financially or otherwise, in theresolution set out at Item No. 6 of the accompanying Notice of the AGM. Dr. Ambrish Dalal is not related to anyDirector of the Company.

ITEM NO. 7: Re-appointment of Mr. Shreyas Mehta as an Independent Non-Executive Director.

Mr. Shreyas Mehta was appointed as an Independent Non-Executive Director of the Company by the membersat the 39th AGM of the Company held on 11th August, 2015 for a period of five consecutive years commencingfrom 8th May, 2015 upto 7th May, 2020.


Based on recommendation of Nomination and Remuneration Committee and in terms of the provisions ofSections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, Mr. Mehta, being eligible for re-appointment asan Independent Director and offering himself for re-appointment, is proposed to be re-appointed as anIndependent Director for second term of five consecutive years from 8th May, 2020 upto 7th May, 2025.

The Company has received declaration from him stating that he meets the criteria of Independence as prescribedunder sub-section (6) of Section 149 of the Companies Act, 2013 and the applicable Regulation of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, as ammended from time to time. He hasalso given his consent to continue to act as Director of the Company, if so appointed by the members.

In the opinion of the Board, Mr. Mehta fulfils the conditions specified under Section 149 (6) of the Act, theCompanies (Appointment and Qualification of Directors) Rules, 2014 and the applicable Regulation of theSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as ammended from time to time,for his reappointment as an Independent Non-Executive Director of the Company and is independent of themanagement. Copy of the draft letter for appointment of Mr. Mehta as an Independent Non-Executive Directorsetting out terms and conditions would be available for inspection without any fee by the members at theRegistered Office of the Company during normal business hours (9:00 am to 5:00 pm) on any working day,except Saturday, upto and including the date of AGM of the Company.

The Board considers that his continued association would be of immense benefit to the Company and it isdesirable to continue to avail services of Mr. Mehta as an Independent Director. Accordingly, the Boardrecommends passing of the Special Resolution in relation to re-appointment of Mr. Mehta as an IndependentDirector for another term of five consecutive years with effect from 8th May, 2020 upto 7th May, 2025, for theapproval by the shareholders of the Company.

A brief profile of the Independent Director to be appointed is given below:

MR. SHREYAS MEHTA (DIN: 00211592)

Mr. Shreyas Mehta, aged about 67 years is an independent Director of the Company. Mr. Shreyas Mehta is asuccessful Businessman and has about 28 years of experience in various industries in India and abroad.Mr. Mehta holds 9000 Equity Shares in the Company. He holds Directorship in the following Companies;


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1. Specular Marketing & Financing Ltd.

2. Ornamentations (I) Pvt. Ltd.

Resolution placed at item no. 7 of the notice is recommended for approval of the Shareholders as Specialresolution.

Except Mr. Shreyas Mehta, being an appointee and his relatives, none of the Directors and Key ManagerialPersonnel of the Company and their relatives are concerned or interested, financially or otherwise, in theresolution set out at Item No. 7 of the accompanying Notice of the AGM. Mr. Shreyas Mehta is not related toany Director of the Company.

ITEM NO. 8

The Company’s Registrar and Share Transfer Agent viz., M/s MCS Share Transfer Agent Limited has theirregional office at 1st Floor, Neelam Apartments, 88, Sampatrao Colony, Vadodara-07. The management hasdecided to change company’s RTA from M/s MCS Share Transfer Agent Limited to M/s Link Intime India Pvt.Limited for better services and facilitate shareholders communication effectively. In view of this, approval ofMembers is required for keeping the Registers and Returns as mentioned in Section 94 of the Companies Act,2013 read with applicable Rules made thereunder (as amended from time to time) at the address of Registrarand Share Transfer Agent or such other place as the Registrar and Share Transfer Agent may change fromtime to time.

None of the Directors, Key Managerial Personnel of the Company or their relatives are, in any way, concernedor interested, financially or otherwise, in the said Special Resolution, except as shareholders of the Company.

The Board recommends the Special Resolution set out at Item No. 8 of the Notice for approval by theshareholders.

CIN NO: L24110GJ1976PLC002905REGISTERED OFFICE: By Order of the BoardPlot No.13, PCC Area,P.O. Petrochemicals, Hemaxi PawarVadodara –391 346 Company Secretary

Membership No.: A52581Place : MumbaiDate : May 17, 2019


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AGM Venue

Venue to the 43rd AGM of the Company

Diamines And Chemicals LimitedChemical Manufacturer

Plot No. 13, PCC Area, P.O. Petrochemicals, Vadodara, Gujarat 391346

dacl.co.in

0265 392 0200


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BOARD’S REPORT

To the Members,

Your Directors are pleased to present the 43rd Annual Report of the Company together with the AuditedStatements of Accounts for the year ended 31st March, 2019.

1. Financial Results

The Company's financial performances for the year under review along with previous year's figuresare given hereunder: (` In Lakhs)

Particulars Year Ended

March 31, 2019 March 31, 2018

Net Sales and Other Income 4,828.11 4,001.11

Profit before Finance costs and Depreciation 1,989.61 1,203.24

Finance cost 7.06 31.98

Depreciation and amortisation expenses 200.64 194.81

Profit from ordinary activities before tax and ExceptionalItem 1,781.91 976.45

Exception Items - 152.52

Profit from ordinary activities before tax 1,781.91 823.93

Tax expense

Current tax 447.20 216.55

Tax relating to earlier years (6.41) -

Deferred tax 27.94 (101.52)

Net Profit from ordinary activities after tax 1,313.18 708.90

Other comprehensive income /(expense) (net of tax) (47.14) (28.89)

Total comprehensive income for the period 1,266.04 680.01

Balance of profit brought forward 2,706.96 2,176.96

Dividend paid

- Interim of current year (293.50) NIL

- Proposed Final of previous year (244.58) (146.75)

Corporate Dividend Tax (107.91) (29.87)

Transfer to General Reserve

Balance carried to Balance Sheet 3,368.13 2,706.96

Basic & diluted earning per equity share on Net profitfrom ordinary activities after tax (face value 10/- each)(In Rupees) 13.42 7.25


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2. Dividend

Dividends paid during the year ended 31st March, 2019 include an amount of ` 2.50 per equity sharetowards final dividend for the year ended 31st March, 2018 and an amount of 3 per equity share towardsinterim dividends for the year ended 31st March, 2019 on 9783240 equity shares of 10/- each.

The Board of Directors recommended a final dividend of ` 2 per Ordinary share on 9783240 ordinaryshares of ` 10/- each for the year ended on 31st March, 2019. The Dividend for the year ended31st March, 2019 is subject to the approval of members at the Annual General Meeting on 9th August,2019 and will be paid within statutory time period, if approved by the members at the Annual GeneralMeeting.

3. Transfer to Reserves

Pursuant to provisions of Section 134(3)(j) of the Companies Act, 2013, the company has not proposedto transfer any amount to general reserves account of the company during the year under review.

4. Review of Business Operations, performance highlights and Future Prospects

Your Directors wish to present the details of Business operations done during the year under review:

The period under review was a favorable year for your Company which also reflects in its performance.

Total income for the year 2018-19 was registered at 4828.11 lakhs as compared to income of 4001.11lakhs for the year 2017-18.

Net profit after tax was 1313.18 lakhs as compared to 708.90 lakhs in previous financial year.

Sales volumes for the year 2018-19 were at 2322.15 MT as compared to 1952.45 MT for the year2017-18.

5. Transfer of Unclaimed Dividend to Investor Education And Protection Fund

In terms of Section 124 and Section 125 of the Companies Act, 2013, unclaimed or unpaid Final Dividendrelating to the financial year 2011-12 is due for remittance on 14th September, 2019, which has not beenclaimed by shareholders of the Company. Shareholders are required to lodge their claims with theCompany’s RTA for unclaimed dividend. Pursuant to the provisions of Investor Education and ProtectionFund, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Companyon the website of the Company (www.dacl.co.in), as also on the website of the Ministry of CorporateAffairs (www.mca.gov.in).

6. Material Changes And Commitment, if any, affecting the Financial Position of the Companyoccurred between the end of the Financial Year to which this financial statements relate and thedate of the report

There have been no material changes and commitments, if any, affecting the financial position of theCompany which have occurred between the end of the Financial Year of the Company to which theFinancial Statements relate and the date of this Report.

7. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year, pursuant to Regulation 34(2)(e) of SEBI (ListingObligations and Disclosures Requirement) Regulations, 2015 forms part of the Annual Report, attachedherewith as “ANNEXURE-A”.

8. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earningsand outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of theCompanies (Accounts) Rules, 2014, is furnished in ANNEXURE – B and is attached to this report.

Your Company understands and appreciates the responsibility and importance of conservation of energyand continues to put efforts in reducing or optimizing energy consumption for its operations.


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The Company has taken various measures for conservation of energy such as:

• Reduction in steam consumptions, electricity and cooling water by debottlenecking of variousoperations

• Improvement in the yields and planned increase in throughput

• Improved steam condensate recovery by installing new designs of traps and monitoring trapperformance

• Utilization of by-products steams

• Modification in coal fired boiler to improve efficiency by increasing coal to steam ratio

9. Safety, Health And Environment:a) Safety:

The Company encourages a high level of awareness of safety issues among its employees andstrives for continuous improvement. All incidents are analysed in the safety committee meetingsand corrective actions are taken immediately. Employees are trained in safe practices to be followedat work place.

The Company is active member of local Crisis group such as Offsite Industrial Emergency ControlRoom (OIECR). External safety audits are carried out from time to time and audit recommendationsare implemented.

Safety promotional activities such as celebration of National Safety day, arranging poster competition,slogan competition and prize distribution are conducted every year to encourage safety culture.Company also conducts Mock drill regularly on quarterly basis and outcome of Mock drill is analyzedand necessary improvements are implemented regularly. Company also makes continuous effortsto increase Safety awareness with regular and contractual employees and workers.

b) Health:Your Company attaches utmost importance to the health of its employees. Periodic checkup ofemployees is done to monitor their health. Company also has Occupational Health Center open for24 hours, and Ambulance facility at its Manufacturing site. Health related issues if any are discussedwith visiting Medical Officer. Company also has a tie up with one hospital in the City to providetimely medical assistance to the employees/workers in case of emergencies.

c) Environment:Company always strives hard to give importance to environmental issues in normal course ofoperations. Adherence to Environmental and pollution control Norms as per Gujarat Pollution Controlguidelines is of high concern to the Company. The Company is also signatory to “ResponsibleCare”, a voluntary initiative of International Council of Chemical association (ICC) being implementedby Indian Chemical Council to safely handle the products from inception in research laboratorythrough manufacturing and distribution to utilization, reuse, recycle and finally their disposal.

d) Renewable Source of Energy:Your Company is also contributing in reducing Carbon foot printing from the Environment bygenerating power through renewable sources and by harnessing wind Energy. The Company hasinstalled 3 (three) Wind Turbine Generators (WTG) of total 3.50 MW Capacity and are alwaysensured in full operational mode.

10. Corporate Social Responsibility Initiatives and PolicyThe Company believes in contributing to harmonious and sustainable development of society and that acompany’s performance must be measured not only by its bottom line but also with respect to the socialcontributions made by the company while achieving its financial goals. During the year the CSRExpenditure incurred by the company was ` 10.40 Lakhs in the area of Education and Empowerment.The CSR policy of the Company may be accessed on the Company website at the link: http://www.dacl.co.in/investors/CSR.pdf. The Annual Report on CSR Activities is annexed herewith asANNEXURE – C.


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11. Particulars of Loans, Guarantees or Investments made under section 186 of the CompaniesAct, 2013

The particulars of Loans, guarantees or investments made in earlier years under Section 186 are furnishedin ANNEXURE-D and are attached to this report.

12. Material Orders Passed by Regulatory/Court:

There were no significant and material orders passed by any regulators and/or courts and tribunalswhich may have the impact on the going concern status and company’s operations in future.

13. Internal Financial Controls:

The Board of Directors of the Company has laid down adequate internal financial controls which areoperating effectively. The Company has an Internal Control System, commensurate with the size, scaleand complexity of its operations. During the year, policies and procedures are adopted by the Companyfor ensuring the orderly and efficient conduct of its business, including adherence to the Company’spolicies, safeguarding of its assets, the prevention and detection of its frauds and errors, the accuracyand completeness of the accounting records and the timely preparations of reliable financial information.The scope of Internal Audit is well defined in the organization. The Internal Audit report regularly placedbefore the Audit Committee of the Board. The Management monitors and evaluates the efficacy andadequacy of internal control systems in the Company, its compliance with operating systems, accountingprocedures and policies. Based on the report of Internal Auditors, process owners undertake correctiveaction in their respective areas and thereby strengthening the controls continuously. Significant auditobservations, if any, and corrective actions suggested and taken are presented to the Audit Committeeof the Board.

14. Particulars of Contracts or arrangements made with Related Parties:

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 readwith Regulation 23 of the SEBI, (Listing Obligations And Disclosure Requirements) Regulations, 2015during the financial year were in the ordinary course of business and on arm’s length basis and do notattract the provisions of Section 188 of the Companies Act, 2013.

All other Related Party Transactions are placed before the Audit Committee as also the Board for approval.The policy on materiality of related party transactions and dealing with related party transactions is uploadedon the Company’s website http://www.dacl.co.in/investors/RPT_Policy.pdf.

Since, there were no materially significant Related Party transaction during the year under review, thedetails, required in AOC-2 is not applicable to the Company.

15. Explanation or Comments on qualifications, reservations or adverse remarks or disclaimers madeby the Auditors and Practicing Company Secretary in their reports:

There were no qualifications, reservations or adverse remarks made either by the Statutory Auditors orby the Practicing Company Secretary in their respective reports.

16. Extracts of Annual Return

In accordance with Section 134 (3) (a) of the Companies Act, 2013, the extracts of Annual Return pursuantto the provisions of Section 92 (3) in prescribed form MGT-9 is furnished in ANNEXURE-E and formspart of this report.

17. Number of Board Meetings conducted during the year under review:

The Company had 4 (Four) Board meetings during the financial year. During the year under review,Board Meetings were held respectively on 4th May, 2018, 6th August, 2018, 26th October, 2018 and 12th

February, 2019. Your Directors confirm that to the best of their knowledge and belief, applicable provisionsrelated to Secretarial Standards on the Meetings of the Board of Directors, issued by the Institute ofCompany Secretaries of India and approved by the Central Government, have been complied with. The


20

details of attendance at the Board Meetings is stated herein below for each Director and the details ofattendance at Annual General Meeting for each Director along with their other Directorships is stated inthe Corporate Governance Report which forms part of this Report. :

Sr. Name of the Director No. of Board MeetingsNo. attended out of 6 held

1. Mr. Yogesh M. Kothari 4

2. Mr. Amit M. Mehta 4

3. Mr. Kirat Patel 4

4. Mr. Dhruv Kaji (Upto 11.02.2019) 2

5. 4

6. 4

7. Dr. Ambrish Dalal 4

8. Mr. Shreyas Mehta 1

9. Mrs. Kejal Pandya (w.e.f. 27.04.2018) 4

18. Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submitsits responsibility Statement that:—

a) In the preparation of the annual accounts, the applicable accounting standards had been followedalong with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the company at the end of the financial year and of the profit of the company forthat period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of the companyand for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors, had laid down internal financial controls to be followed by the company and that suchinternal financial controls are adequate and were operating effectively and

f) The directors had devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.

19. Subsidiary Company, its Performance & Financial Position:

During the year under review, company did not have any subsidiary or associate or joint venture Companyof M/s. Diamines and Chemicals Limited.

20. Deposits:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 ofthe Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended fromtime to time, during the year under review and therefore details mentioned in Rule 8(5)(v)& (vi) ofCompanies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not requiredto be given.


21

21. Directors:

Mr. Amit Mehta (DIN:00073907) and Mr. G. S. Venkatachalam (DIN: 02205898), Directors of the companyretire at this Annual General Meeting and being eligible offer themselve for re-appointment. Your Directorsrecommend their re-appointment.

During the year under, Mrs. Kejal Pandya, Independent women director appointed with effect from27th April, 2018. Also, Mr. Dhruv Kaji, Independent non-executive Director of the Company resigned fromthe Directorship of the Company with effect from 12th February, 2019 before the expiry of his tenure. Thereason for his resignation is that he has been appointed as a Director on Boards of number of Companiesand he was facing problems of clashing meeting dates as well as lack of time to do justice to his role inthe Company. The Board confirmed that there is no other material reason other than provided by him.

None of the Directors is disqualified for appointment/re-appointment under Section 164 of the CompaniesAct, 2013. The Certificate issued by the practicing Company Secretary is also attached herewith as“ANNEXURE H”. As required by law, this position is also reflected in the Auditors’ Report. The compositionof the Board, meetings of the Board held during the year and the attendance of the Directors there athave been mentioned in the Report on Corporate Governance in the Annual Report.

22. Declarations of Independent Directors:

All the Independent Directors have submitted their declaration to the Board that they fulfill all therequirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves tobe appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevantrules.

23. Familiarization Programmes:

The Company has adopted a familiarization policy for independent directors. The policy as well as thedetails with regard to no. of hours and details of imparting the training to the independent directors of theCompany are available on the Company’s website www.dacl.co.in

24. Board Evaluation:

Regulation 17(10) of the SEBI, (Listing Obligations and Disclosure Requirements) Regulations, 2015mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act,2013 states that a formal annual evaluation needs to be made by the Board of its own performance andthat of its committees and individual directors. Schedule IV, of the Companies Act, 2013, states that theperformance evaluation of independent directors shall be done by the entire Board of Directors, excludingthe director being evaluated. The evaluation of all the directors and the Board as a whole was conductedbased on the criteria and framework adopted by the Board. The Board approved the evaluation results

25. Particulars regarding Employees Remuneration:

Disclosure pertaining to the remuneration and details as required under Section 197(12) of the Act, andthe Rules framed thereunder is enclosed as “ANNEXURE – F” to the Director’s Report. The informationin respect of employees of the company required pursuant to rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 will be provided upon request. In terms of Section136 of the Companies Act 2013, the Report and Accounts are being sent to the Members and otherentitled thereto, excluding the aforesaid Annexure which is available for inspection by the Members atthe Registered Office of the Company during business hours on working days of the Company up to thedate of the ensuing Annual General Meeting. In any member is interested in obtaining a copy thereof,such Member may write to the Company Secretary in this regard.

26. Key Managerial Personnel:

As required under Section 203 of the Companies Act, 2013, the Company has noted thatMr. G. S.Venkatachalam, Executive Director of the Company, Mr. Dipen Ruparelia, Chief Financial Officerand Ms. Hemaxi Pawar, Company Secretary are the Key Managerial Personnel of the Company.


22

Mr. Sudip Ray, Chief Financial Officer, resigned from the Company with effect from 14th October, 2018.The Board has accepted his resignation and relieved him from duties. The Board Members appointedMr. Dipen Ruparelia holding ICAI membership number as 141542, as the Chief Financial Officer of theCompany with effect from 12th February, 2019.

Ms. Scany Parmar, Company Secretary has also resigned from the Company with effect from24th November, 2018. During the period under review, Ms. Hemaxi Pawar, an associate member of theInstitute of Company Secretaries of India has been appointed as Company Secretary of the Companywith effect from 12th February, 2019.

27. Auditors:

a. Statutory Auditors

In accordance with the provisions of Companies Act, 2013, at the 42nd Annual General Meetingheld on 6th August, 2018, the shareholders had appointed M/s K.C Mehta & Co., CharteredAccountants (ICAI Firm Registration No. 106237W), as Statutory Auditors of the Company, for aperiod of 5 years i.e. up to the conclusion of 47th Annual General Meeting to be held for the adoptionof accounts for the financial year ending 31st March, 2023. As Companies (Amendment) Act, 2017has done away with the requirement of ratification at every Annual General Meeting, no ratificationfor the appointment is required. There is no qualification or adverse remark in Auditors’ report. Asregards the comments made in the Auditors’ Report, the Board is of the opinion that the same areself-explanatory and does not require further clarification.

b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointedM/s. Sandip Sheth & Associates, Company Secretaries, as secretarial auditors of the Company, toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report isannexed herewith as “ANNEXURE-G”.

c. Internal Auditors

Pursuant to provisions of section 138(1) of the Companies Act, 2013, the Company has appointedM/s. Anirudh Sonpal & Associates, Chartered Accountants, as Internal auditors of the Company, toundertake the Internal Audit of the Company.

28. Instances of Fraud, if any, reported by the Auditors:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the CompaniesAct, 2013.

29. Risk Management Policy:

The Company has a risk management policy which from time to time is reviewed by the Audit Committeeof the Directors as well as by the Board of Directors. The policy is reviewed quarterly by assessing thethreats and opportunities that will impact the objectives set for the Company as a whole. The policy isdesigned to provide the categorization of this into threats and its cause, impact, treatment and controlmeasures. As part of the risk management policy, the relevant parameters for manufacturing sites areanalyzed to minimize risk associate with protection of environment, safety of operations and health ofpeople at work and monitor regularly with reference to statutory regulations and guidelines define by thecompany. The company fulfills its legal requirement concerning ambition, waste water and waste disposal.Improving work place safety continued top priority at manufacturing site.

30. Disclosure of composition of Audit Committee and Providing Vigil Mechanism:

The Company has in place an Audit Committee in terms of requirements of the applicable provisions ofthe Companies Act, 2013, Rules made there under and SEBI (Listing Obligations and Disclosure


23

Requirements) Regulations, 2015. The details of the composition of the Audit Committee, terms ofreference and meetings held are provided in the Corporate Governance Report which forms part of thisReport.

The Company has established a vigil mechanism and oversees through the committee, the genuineconcerns expressed by the employees and other Directors. The Company has also provided adequatesafeguards against victimization of employees and Directors who express their concerns. The Companyhas also provided direct access to the chairman of the Audit Committee on reporting issues concerningthe interests of co employees and the Company.

The Company has disclosed information about establishment of the Whistleblower Policy on its websitehttp://www.dacl.co.in/investors/Whistle_blower_policy-DACL.pdf

31. Shares:

a. SHARE CAPITAL

During the year under review the Total Authorized Share Capital is ` 17,55,00,000/- (RupeesSeventeen Crore Fifty-Five Lakhs Only) and paid-up, issued and subscribed share capital of thecompany is 9,78,32,400/- (Rupees Nine Crore Seventy-Eight Lakhs Thirty-Two Thousand FourHundred Only).

b. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

32. Insurance:

All the properties and assets of the Company are adequately insured.

33. Code of Conduct:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Seniormanagement which is available on Company’s website. All Board members and senior managementpersonnel have affirmed compliance with the Code of Conduct.

34. Insider Trading Policy:

As required under the Insider Trading Policy Regulations of SEBI and amendments thereto, your Directorshave framed Insider Trading Regulations and Code of Internal Procedures and Conducts for Regulating,Monitoring and Reporting of Trading by Insider as well as Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information. The same is also posted on the website of theCompany.

35. Nomination And Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed andadopted a policy for selection and appointment of Directors, Senior Management and their remuneration.The Remuneration Policy on the appointment and remuneration of Directors and Key Managerial Personnelprovides a framework based on which our human resources management aligns their recruitment plansfor the strategic growth of the Company. The policy is available on website of the Company at link http://www.dacl.co.in/investors/Remuneration%20policy%20DACL.pdf


24

36. Compliance with Secretarial Standards:

The Board of Directors of the Company has complied with the all the applicable secretarial standards asissued by the Institute of Company Secretaries of India and approved by the Central Government fromtime to time.

37. Corporate governance:

Pursuant to the Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 and amendments thereunder, a separate section forming part of this report and titled as “CorporateGovernance” is attached herewith as “ANNEXURE-I”.

38. Disclosure Under Sexual Harassment of Women at Workplace (Prevention, Prohibition AndRedressal) Act, 2013:

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibitionand Redressal) Act, 2013, the Company has set up Internal Complaints Committees at its workplaces toredress complaints received regarding sexual harassment. No complaints have been reported duringthe financial year 2018-19. All employees (permanent, contractual, temporary, trainees) are coveredunder this policy.

39. Acknowledgement:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, andvarious Government Authorities for their continued support extended to your Companies activities duringthe year under review. Your Directors also acknowledges gratefully the shareholders for their supportand confidence reposed on your Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

ChairmanDIN : 00010015



25

ANNEXURE – A

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY STUCTURE AND DEVELOPMENT:

Your Company is key producer of Ethylene amines based in India having its plant at PCC Area, P.O.Petrochemicals; Vadodara. The Products Ethylene Amines find their application in various industry segmentssuch as Pharmaceuticals, Agro-chemicals, Resin and Coating, Water treatment chemicals, Oilfield chemicalsand so many others. The plant facility is equipped with up to date manufacturing equipment and supported byR & D Center and quality assurance department which are equipped with advanced equipment and analyticalinstruments. The site also has a dedicated pilot plant to conduct trials. The Company has an excellent team ofexperienced and qualified professional to manage day to day operations efficiently. For more details pleasevisit www.dacl.co.in.

PERFORMANCE:

Total revenue (net of excise and taxes) for the year 2018-19 amounted to ` 4828.11 lakhs compared to` 4001.11 lakhs of the previous year 2017-18. The operating profit after tax amounted to ` 1313.18 lakhscompared to 708.90 lakhs in the previous year.

SEGMENT-WISE PERFORMANCE:

The Company has identified and working in two reportable primary segments. Thus, the disclosure particularsas per Ind AS-108 on Operating Segments Reporting are made part of this Annual Report in Note 41 ofFinancial Statements.

STRENGTHS & OPPORTUNITIES:

free products.

OUTLOOK:

For the year 2019, the Company’s focus will continue on sustaining and maintaining the market share incertain industry segment where company enjoys market leadership position. This will be achieved by forgingstronger relationship with customers and by negotiating and entering in to beneficial contracts with the suppliersof raw materials.


26

The Ethylene amines business is going through demand-supply imbalance on global level and this is expectedto continue in the year 2019-20 also. Your company is well aware of the challenging scenario lying ahead andtaking necessary steps by planning activities properly at operational stages.

Further, Machineries & Equipment pertaining to company’s EDC Plant which have remained idle for considerableperiod of time. Your company had been exploring the various alternative usages of said plant and had beencontinually doing research on finding effective ways to utilize the EDC Plant. The company, as a result of itsintense research, has narrowed down various options with respect to effective usage of the plant and identifiedthree new products which could be manufactured through EDC plant. The management believes that there isa healthy demand of identified new products in the market. The Research & Development Department of theCompany is presently focusing on activities related to the plant overhaul and making efforts to make it readyfor the intended use in near future.

HUMAN RESOURCE:

Human Resources Development, in all its aspects like training in safety and social values is under constantfocus of the management. Relations between the management & the employees at all levels remained healthy& cordial throughout the year. The Management and the Employees are dedicated to achieve the corporateobjectives and the targets set before the Company. The Company has been regularly monitoring its policy forenhancement in the skills of its employees by providing need-based training.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has a proper and adequate system of internal controls to ensure that all assets are safeguardedand protected against loss from unauthorized use or disposition. The internal control systems are supplementedby an extensive program of internal audits, review by management, guidelines & procedures.

Company’s control systems are time tested, documented and recognized under ISO Certification. On thefinancial side, periodic audits by Internal Auditors and External Auditors provide a means whereby weaknessesare exposed and rectified.

The Company has an independent internal audit system, covering on a continuous basis, the entire gamut ofoperations and services spanning major business functions. The internal audit functions include evaluation ofall financial & major operating system controls. The internal audit findings and recommendations are reviewedby the Audit Committee and are then reported to the Board.

WHISTLE BLOWER POLICY:

The Company has a Whistle Blower policy in place to deal with instances of fraud and mismanagement, if any.The details of the policy are explained in the Corporate Governance Report and the said whistle blower policyis posted on the website of the Company.

KEY FINANCIAL RATIOS:

Ratio FY 2018-19 FY 2017-18 Debtors Turnover Ratio (times) 6.23 5.20 Inventory Turnover Ratio (times) 4.86 4.09 Current Ratio (times) 4.12 4.49 Operating Profit Margin (%) 37.81 25.49 Net Profit Margin (%) 27.75 17.92 Earnings Per Share (times) 13.42 7.25 Dividend Per Share (`) 5.00 2.50 P/E Ratio (times) 8.96 11.86 Return on Net Worth (%) 26.90 16.64


27

Reason for significant change (increase in profit)

• Operating/Net Profit margin has been improved significantly mainly due to increase in sales and changein product mix as well as comparatively reduction cost of material consumption with change in inventoryand finance cost. Further, in previous year there was a loss on sale of plot considered as exceptionalitems.

• Interest Coverage and Debt Equity Ratio is not relevant here as company has no outstanding term loan /debt during the year. Interest on working capital loan is only charged in current year.

• Increasing in Net Worth with higher profit margin after appropriation.

CAUTIONARY STATEMENT:

The statements in this Management Discussion and Analysis describing the company’s objectives, projections,estimates and expectations are “forward looking statements”. The forward looking statements made in theManagement Discussion and Analysis Report are based on certain assumptions and expectations of futureevents. Actual results might differ materially from those anticipated because of changing ground realities. TheDirectors cannot guarantee that these assumptions are accurate or these expectations will materialize.

For and on behalf of the Board

Yogesh M KothariChairman

DIN : 00010015



28

ANNEXURE – B

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

Particulars Current Year Previous Year2018-19 2017-18

A. POWER AND FUEL CONSUMPTION

Electricity

a) Purchased Unit 2104590 1716735

Total Amount (in Lakhs) 111.54 86.44

Rate/Unit (`) 5.30 5.04

b) Own Generation

Through Diesel generator

Units 23600 50944

Units/Ltr. of Diesel Oil 2.27 2.48

Cost/Unit (`) 31.68 25.29

Coal

Quantity in tonnes 3352 2757

Total Cost (in Lakhs) 222.70 174.90

Average Rate/Tonne 6,644 6,344

LDO & FO

Quantity in tonnes 371 346

Total Cost (in Lakhs) 142.12 100.85

Average Rate/Tonne 38,318 29,148

Units (KWH in thousand) 4,726.27 4060.93

Total Amount (in Lakhs) 296.88 233.94

Average Generation Rate (` / unit) 6.28 5.76

B. CONSUMPTION PER TONNE OF PRODUCTION:

Production of Speciality Chemicals (MT) 2302 2022

Electricity (Unit) 914 849

Coal (Tonnes) 1.46 1.36

FO/LDO (Tonnes) 0.16 0.17


29

FORM B

Form for Disclosure of Particulars with Respect to Absorption of Technology, Research &Development.

I. TECHNOLOGY ABSORPTION / DEVELOPMENT

(A) Specific Areas of significance in which R&D work was carried out by the company:

1. Providing Technical support to Marketing department.

2. Technical support to QA and Production department for continuous improving the qualityand development of new products.

(B) Benefit derived from R&D

1. Technical support provided to production, marketing, and QA department to improve thebusiness of the company.

(C) Future Plan of Action

1. Development of Piperazine derivatives.

2. Development of Value added products.

3. To produce higher homologues of Ethylene amines of international quality.

4. Alternate routes for the synthesis of Ethylene amines.

(D) Expenditure on R&D

(1) Capital : ` 31.61 lakhs/-

(2) Revenue : ` 65.38 lakhs/-

(3) Total : ` 96.99 lakhs/-

(4) Total R&D expenditure : 2% of total Turnover

(E) Technology absorption, adoption and innovation.

- Efforts towards technology development and innovation – As stated above.

- Benefits derived as results of the above efforts – As stated above.

- Absorption and adoption of imported technology – Not Applicable.

II. FOREIGN EXCHANGE EARNING & OUTGO:

Year ended 31st March, 2019 2018(`) (`)

Foreign Exchange Earnings 90,07,118 3,81,90,668

Foreign Exchange outgo 11,91,69,976 10,26,72,469


30

ANNEXURE-C

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

Composition of the CSR Committee

• Mr. Amit Mehta – Chairperson

• Mr. Rajendra Chhabra – Member

• Mr. Kirat Patel - Member

Average net profit of the company for the last three financial years

Average net profit 51,952,233/-

Prescribed CSR expenditure (2% of the average net profit of the last three financial years)

The Company is required to spend 10,39,045/-

Detail of CSR spent during the financial year:

A) Total amount spent for the financial year; ` 10,40,000/-

B) Amount unspent, if any; ` NIL.

C) Manner in which amount spent during the financial year is detailed below:

Details of the Implementing Agencies:

1. Gujarat Vidyapith, Department of Microbiology & Biogas Research Center

2. Health & Care Foundation

Responsibility Statement by the Corporate Social Responsibility Committee:

The implementation and monitoring of CSR Policy, is in compliance with CSR objectives and policy of the Company.

ChairmanPlace : MumbaiDate : May 17, 2019

SI. No.

CSR project or activity identified

Sector in which the project is covered

Location (units)

Amount Spent on the

project or programs

Cumulative Expenditure

up to reporting

period

Amount spent Direct or through

implementing agency

1 Research Instruments to Training campus department

Promoting education

Ahmedabad, Gujarat

5,40,000 5,40,000 Through Implementing Agency

2 Treatment to child patients

Health Ahmedabad, Gujarat

5,00,000 5,00,000 Through Implementing Agency

TOTAL 10,40,000 10,40,000


31

ANNEXURE-D

PARTICULARS OF LOANS/ADVANCE, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186OF THE COMPANIES ACT, 2013

Sr. No

Company Name Date of Making Investment

Amount of Advance/Loan

Date of Board Approval

Nature of Advance/Loan/

Investment 1 Sintex Industries Ltd. 19.10.2005 87,950 19.07.2005 Equity Investment

2 Sintex Plastic Technology Limited

08.08.2017 87,950 NA Equity Investment


32

ANNEXURE-E

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2019

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company(Management & Administration) Rules, 2014

I. REGISTRATION & OTHER DETAILS:

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10%or more of the total turnover of the company shall be stated)

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

Name and Address of the Company

CIN Holding/ Subsidiary/ Associate

of the Company

% of Shares

held

Applicable Section

NIL NIL NIL NIL NIL

1. CIN L24110GJ1976PLC002905

2. Registration Date 12/05/1976

3. Name of the Company DIAMINES AND CHEMICALS LIMITED

4. Category/Sub-category of the Company

PUBLIC COMPANY

5. Address of the Registered office & contact details

PLOT NO 13 PCC AREA P. O. PETROCHEMICALS VADODARA-391346 Gujarat Phone No. - 0265-3920200

6. Whether listed company YES

7. Name, Address & contact details of the Registrar & Transfer Agent, if any.

M/s. MCS Share Transfer Agent Limited 88, Neelam Apt, Above Chappan Bhog, Sampatrao Colony, Alkapuri, VADODARA – 390 007 Tel No:-(0265)-2339397

S. No.

Name and Description of main products / services

NIC Code of the Product/service % to total turnover of the company

1 Manufacture of Organic Chemicals Compounds

20119 95.49%

2 Electric Power Generation using other non-Conventional Sources (Windmill)

35106 4.51%


33

VI. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)Category-wise Share Holding

Category of

Shareholders

No. of Shares held at the beginning of

the year[As on 31-March-2018]

No. of Shares held at the end of the

year[As on 31-March-2019]

%

Change

during

the year Demat Physical Total % of

Total

Shares

Demat Physical Total % of

Total

Shares

A. Promoters

(1) Indian

a) Individual/

HUF

2382214 0 2382214 24.35 2382214 0 2382214 24.35 0

b) Central Govt. 0 0 0 0 0 0 0 0 0

c) State Govt. (s) 0 0 0 0 0 0 0 0 0

d) Bodies Corp. 3996563 0 3996563 40.85 3996563 0 3996563 40.85 0

e) Banks / FI 0 0 0 0 0 0 0 0 0

f) Any other 0 0 0 0 0 0 0 0 0

Total

shareholding of

Promoter (A)

6378777 0 6378777 65.20 6378777 0 6378777 65.20 0

B. Public

Shareholding

1. Institutions 0 0 0 0 0 0 0 0 0

a) Mutual Funds 50 3076 3126 0.03 50 3076 3126 0.03 0

b) Banks / FI 136 75 211 0.00 136 75 211 0.00 0

c) Central Govt. 68291 0 68291 0.69 68291 0 68291 0.69 0

d) State Govt.(s) 0 0 0 0 0 0 0 0 0

e) Venture

Capital Funds

0 0 0 0 0 0 0 0 0

f) Insurance

Companies

100 200 300 0.00 100 200 300 0.00 0

g) FIIs 0 0 0 0 0 0 0 0 0

h) Foreign

Venture Capital

Funds

0 0 0 0 0 0 0 0 0

i) Others

(specify)

0 0 0 0 0 0 0 0 0

Sub-total

(B)(1):-

68577 3351 71928 0.73 68577 3351 71928 0.73 0

2. Non-

Institutions

a) Bodies Corp. 129825 19429 149254 1.53 120998 19429 140427 1.43 (0.10)

i) Indian 0 0 0 0 0 0 0 0 0

ii) Overseas 0 0 0 0 0 0 0 0 0


34

b) Individuals 0 0 0 0 0 0 0 0 0

i) Individual

shareholders

holding nominal

share capital

upto ` 1 lakh

1689811 340244 2030055 20.75 1708146 294629 2002775 20.47 (0.28)

ii) Individual

shareholders

holding nominal

share capital in

excess of ` 1

lakh

914871 0 914871 9.35 905106 0 905106 9.25 (0.10)

c) Others

(specify)-HUF

160154 0 160154 1.64 214119 0 214119 2.19 0.55

Non-Resident

Indians

77716 485 78,201 0.80 69623 485 70108 0.72 (0.08)

Overseas

Corporate

Bodies

0 0 0 0 0 0 0 0 NA

Foreign

Nationals

0 0 0 0 0 0 0 0 NA

Clearing

Members

0 0 0 0 0 0 0 0 NA

Trusts 0 0 0 0 0 0 0 0 NA

Foreign Bodies -

D R

0 0 0 0 0 0 0 0 NA

Sub-total

(B)(2):-

2972377 360158 3332535 34.07 3017992 314543 3332535 34.07 0

Total Public

Shareholding

(B)=(B)(1)+

(B)(2)

3040954 363509 3404463 34.80 3086569 317894 3404463 34.80 0

C. Shares held

by Custodian

for GDRs &

ADRs

0 0 0 0 0 0 0 0 0

Grand Total

(A+B+C)

9419731 363509 9783240 100 9465346 317894 9783240 100 0


35

B) Shareholding of Promoter-

C) Change in Promoters’ Shareholding (please specify, if there is no change)

There is no change in the Shareholding of the Promoter Group.

SN Shareholder’s Name Shareholding at the beginning of the year

Shareholding at the end of the year

% change in

shareholding during the year

No. of Shares

% of total

Shares of the compa

ny

Shares Pledged

/ encumbered to

total shares

No. of Shares

% of total Shares of

the company

Shares Pledged

/ encumbered to

total shares

1 ALKYL AMINES CHEMICALS LTD

2977996 30.44 2977996 30.44 NA

2 PERFOCHEM (INDIA) PVT. LTD.

840000 8.59 300000 840000 8.59 300000

NA

3 S. AMIT SPECIALITY CHEMICALS PVT. LTD

128100 1.31 128100 1.31 NA

4 FINORGA (INDIA) PVT. LTD.

44467 0.45 44467 0.45 NA

5 SYK TRADING AND CONSULTANCY LLP

6000 0.06 6000 0.06 NA

6 AMIT MAHENDRA MEHTA

862099 8.81 862099 8.81 NA

7 CHERRY AMIT MEHTA

695178 7.11 695178 7.11 NA

8 MOHAK AMIT MEHTA

237154 2.42 237154 2.42 NA

9 HARSH AMIT MEHTA

237000 2.42 237000 2.42 NA

10 YOGESH MATHRADAS KOTHARI

205393 2.10 205393 2.10 NA

11 KOKILA MAHENDRA MEHTA

95178 0.97 95178 0.97 NA

12 PINAKIN KANTILAL PATEL

50212 0.51 50212 0.51 NA


36

D) Shareholding Pattern of top ten Shareholders:(Other than Directors, Promoters and Holders of GDRs and ADRs):

Note: Top ten (10) shareholders as on 31st March, 2019 have been considered for the above disclosure.

For Each of the top 10 Shareholders

Shareholding at the beginning of the

year

Change in Shareholding

(No. of Shares)


No. of shares

% of total shares of

the Company

Increase Decrease No. of shares


the Company

Sharad Kanayalal Shah 166000 1.69 12585 - 178585 1.82

Dipak Kanayalal Shah 120000 1.23 1000 - 121000 1.24

Pradeep R Datar 85812 0.87 16513 - 102325 1.04

Investor Education And Protection Fund Authority Ministry Of Corporate Affairs

68291 0.70 - - 68291 0.70

Vikram Mohandeep Chandiramani

52460 0.53 1000 - 53460 0.55

Pinakin Kantilal Patel 50212 0.51 - - 50212 0.51

Dhireshbhai T. Shah 48232 0.49 - - 48232 0.49 Jigna Kanayalal Shah 47000 0.48 - - 47000 0.48

Varsha Sharad Shah 41000 0.42 - - 41000 0.42

Gouresh H Sinari HUF - - 40446 - 40446 0.41

Pravin Kantilal Vakil 38390 0.39 - 2487 35903 0.37

Padma Jitendra Parekh 35541 0.36 - - 35541 0.36


37

E) Shareholding of Directors and Key Managerial Personnel:

*Part of the year

**Mr. Dipen Ruparelia is appointed as the Chief Financial Officer and Ms. Hemaxi Pawar is appointed asCompany Secretary of the Company with effect from 12th February, 2019.

For Each of the Directors and KMP

Shareholding at the beginning of the year

Change in Shareholding (No of

Shares)


No. of shares


the Company

Increase Decrease No. of shares


the Company

Mr. Yogesh M Kothari 205393 2.10 0 0 205393 2.10

Mr. Amit M Mehta 862099 8.81 0 0 862099 8.81

Mr. Kirat Patel 10800 0.11 0 0 10800 0.11

Mr. Rajendra Chhabra 7800 0.08 0 0 7800 0.08

Mr. Dhruv Kaji* 300 0.00 0 0 300 0.00

Mr. Shreyas Mehta 9000 0.09 0 0 9000 0.09

Dr. Ambrish Dalal 200 0.00 0 0 200 0.00

Mrs. Kejal Pandya* 00 0.00 0 0 00 0.00

For EACH OF THE KMP

Mr. G S Venkatachalam (ED)

5842 0.06 5875 0.06 11717 0.12

Mr. Dipen Ruparelia**(CFO)

0 0.00 0 0 0 0.00

Ms. Hemaxi Pawar** (CS) 0 0.00 0 0 0 0.00


38

Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount - - - - ii) Interest due but not paid - - - - iii) Interest accrued but not due - - - -

Total (i+ii+iii) - - - - Change in Indebtedness during the financial year

* Addition - - - - * Reduction - - - - Net Change - - - - Indebtedness at the end of the financial year

i) Principal Amount - - - - ii) Interest due but not paid - - - - iii) Interest accrued but not due - - - -

Total (i+ii+iii) - - - -

V) INDEBTEDNESS–

Indebtedness of the Company including interest outstanding/accrued but not due for payment.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount

Mr. G S Venkatachalam

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

36,66,000 36,66,000

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

98,455 98,455

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

- -

2 Stock Option - -

3 Sweat Equity - -

4 Commission - as % of profit - others, specify…

6,00,000 6,00,000

5 Others, please specify - -

Total (A) 43,64,455 43,64,455


39

B. Remuneration to other directors: (` In Lakhs)

*Commission is payable for the year 2018-19** Part of the year

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTDSN Particulars of

Remuneration Key Managerial Personnel

ED CS CFO Total 1

Gross salary Mr. G S Venkata-chalam

Ms. Scany Parmar (up to

23.11.18)

MS. Hemaxi Pawar (w.e.f.

12.02.19)

Mr. Sudip Ray

(up to 13.10.18)

Mr. Dipen Ruparelia

(w.e.f. 12.02.19)

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

36,66,000 2,09,655 32,429 5,81,520 1,93,239 46,82,844

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

98,455 - - - - 98,455

I Profits in lieu of salary under section 17(3) Income-tax Act, 1961

- - - - - -

2 Stock Option NA NA NA NA NA NA 3 Sweat Equity NA NA NA NA NA NA 4 Commission* 6,00,000 NA NA NA NA 6,00,000 - as % of profit NA NA NA NA NA NA others, specify… NA NA NA NA NA NA 5 Others, please specify NA NA NA NA NA NA Total 43,64,455 2,09,655 32,429 5,81,520 1,93,239 53,81,299

SN. Particulars of Remuneration

Name of Directors Total Amount

1 Independent Directors Rajendra Chhabra

Dhruv Kaji**

Ambrish Dalal

Shreyas Mehta

Kejal Pandya**

Fee for attending board/committee meetings

2.36 0.40 1.00 0.20 1.20 5.16

Commission* 2.32 NIL 0.93 0.93 0.93 5.11

Others, please specify NIL NIL NIL NIL NIL NIL

Total (1) 4.68 0.40 1.93 1.13 2.13 10.27

2 Other Non-Executive Directors

Yogesh M Kothari

Amit M Mehta

Kirat Patel

Fee for attending board/ committee meetings

0.86 0.96 2.50 - - 4.32

Commission* 5.58 5.58 2.32 - - 13.48

Others, please specify NIL NIL NIL - - NIL

Total (2) 6.44 6.54 4.82 - - 17.80

Total (B)=(1+2) 28.07


40

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the

Companies

Act

Brief

Description

Details of

Penalty /

Punishment/

Compounding

fees imposed

Authority

[RD / NCLT/

COURT]

Appeal

made,

if any (give

Details)

A. COMPANY

Penalty NA NA NA NA NA

Punishment NA NA NA NA NA

Compounding NA NA NA NA NA

B. DIRECTORS




C. OTHER OFFICERS IN DEFAULT





41

ANNEXURE-F

Particulars regarding employees Remuneration{Companies (Appointment and Remuneration of Managerial Personnel)

Amendment Rules, 2016}

Disclosure as per Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014

There was no employee drawing remuneration in excess of the limits prescribed under sub rule (2) of Rule5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

SR. NO.

REQUIRMENTS DISCLOSURE

I The ratio of remuneration of each director to the median remuneration of the employees for the financial year.

Mr. G.S.VENKATACHALAM : 14.90 times

II The percentage increase in remuneration of each Director, CFO, ED, CS in the financial year

Mr. G S Venkatachalam (ED) : 9.06% Mr. Dipen Ruparelia (CFO) : Appointed on 12.02.2019 Mr. Sudip Ray (CFO) : Resigned on 13.10.2018 Ms. Hemaxi Pawar (CS) : Appointed on 12.02.2019 Ms. Scany Parmar (CS) : Resigned on 23.11.2018

III The percentage increase in the median remuneration of the employees in the financial year.

The median remuneration of the employees in FY 2019 was increased by 32%.

IV The number of permanent employees on the rolls of the Company

99 as on March 31, 2019.

V Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

The average percentile increase in the remuneration of employees compared to increase in remuneration of Key Managerial Personnel is in line with bench mark study and the performance of the company over a period of time. There is no exceptional increase in the managerial remuneration

VI Affirmation that the remuneration is as per the remuneration policy of the company

We confirm.


42

ANNEXURE-GFORM NO. MR 3

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

SECRETARIAL AUDIT REPORTFor the Financial Year ended on 31st March, 2019

To,The Members,Diamines and Chemicals LimitedCIN : L24110GJ1976PLC002905Plot No. 13, PCC Area,P.O. Petrochemicals,Vadodara – 391346, GujaratWe have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence togood corporate practices by M/s. Diamines and Chemicals Limited (hereinafter referred to as “the Company”).Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing our opinion thereon.Based on our verification of the Company’s books, papers, minutes books, forms and returns filed and otherrecords maintained by the Company and also the information provided by the Company, its officers, agents andauthorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Companyhas, during the audit period covering the financial year ended on 31st March, 2019 (hereinafter referred to as“Audit Period”) complied with the statutory provisions listed hereunder and also that the Company has properBoard processes and compliance mechanism in place to the extent, in the manner and subject to the reportingmade hereinafter:We have examined the books, papers, minute books, forms and returns filed and other records maintained by theCompany for the financial year ended on 31st March, 2019 according to the provisions of:(i.) The Companies Act, 2013 (hereinafter referred to as the Act) and the rules made thereunder;(ii.) The Securities Contract (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;(iii.) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;(iv.) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of

Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (Not applicableto the Company during Audit Period)

(v.) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,1992 (‘SEBI Act’):(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011;(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;(c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations, 1993 regarding the Companies Act and dealing with client;We further report that, there were no actions/events in pursuance of;(a) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2018;(b) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;(c) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;(d) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and(e) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; requiring

compliance thereof by the Company during the financial year under review.(vi.) We have relied on the representation made by the Company and its officers for systems and mechanism

formed by the Company for compliances under other applicable Acts, Laws and Regulations of the Company.We further report that, based on the information provided by the Company, its officers and authorizedrepresentatives during the conduct of audit, and also on the review of quarterly compliance reports by


43

respective department heads/Company Secretary/Chief Financial Officer/Executive Director taken on recordby the Board of Directors of the Company, having regard to the compliance system prevailing in the Companyand on examination of the relevant documents and records in pursuance thereof, on test-check basis, theCompany has generally complied with the following laws applicable specifically to the Company;(a) The Air (Prevention and Control of Pollution) Act, 1981;(b) The Water (Prevention and Control of Pollution) Act, 1974;(c) The Environment Protection Act, 1986;(d) Manufacture, Storage and Import of Hazardous Chemicals Rules, 1989;(e) Hazardous Wastes (Management and Handling) Rules, 1989 and Amendment Rule, 2003;

We have also examined compliance with the applicable clauses/regulations of the following, to the extent applicableto the Company during the audit period:(i.) Secretarial Standards issued by The Institute of Company Secretaries of India.(ii.) SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.We report that, during the year under review, the Company has complied with the provisions of the Acts, rules,regulations and guidelines mentioned above.We further report, that the compliance by the Company of applicable financial laws, like direct and indirect taxlaws, has not been reviewed in this Audit since the same have been subject to review by statutory auditor/taxauditor and other designated professionals.During the period under review the Company has complied with the provisions of the Act, Rules, Regulations,Guidelines, Standards, etc. mentioned above, except as mentioned below:• Late Filling of Quarterly Corporate Governance Report under Regulation 27(2) of SEBI (LODR) Regulations,

2015 for the quarter ended on 31st December, 2018;• Transfer of securities not within 15 days by RTA from the date of receipt of documents under regulation

40(3) for the period under review;• Late filing of prescribed returns under Investors Education and Protection Fund provisions.We further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors thattook place during the period under review were carried out in compliance with the provisions of the Act.Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agendawere sent at least seven days in advance, and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation at the meeting.Generally, all decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded inthe minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.We further report that there are adequate systems and processes in the Company commensurate with the sizeand operations of the company to monitor and ensure compliance with applicable laws, rules, regulations andguidelines.We further report that during the audit period, there were no other specific events/actions having a major bearingon the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

Sandip Sheth & AssociatesPracticing Company Secretaries

Firm Unique Code: P2001GJ041000

Sandip ShethPartner

Place : Ahmedabad FCS: 5467Date : 17th May, 2019 CP No.: 4354

This report is to be read with our letter of even date which is annexed as “Annexure A” and forms an integral partof this report.


44

“Annexure – A”

To,The Members,Diamines and Chemicals LimitedCIN: L24110GJ1976PLC002905Plot No. 13, PCC Area, P.O. Petrochemicals,Vadodara – 391346, Gujarat

Our report of even date is to be read along with this letter.

1. Maintenance of records, documents, papers maintained pursuant to Companies Act, 2013 and otherapplicable laws as reported in our report is the responsibility of the management of the Company. Ourresponsibility is to express an opinion on these records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assuranceabout the correctness of the contents of the records. The verification was done on test basis to ensurethat correct facts are reflected in the records. We believe that the processes and practices, we followedprovide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts ofthe Company, as the same are being verified by the statutory/tax/internal auditors from time to time.

4. Where ever required, we have obtained the representations from the Management and respectivedepartmental heads about the Compliance of laws, rules and regulations and happening of events etc.during the audit period.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standardsis the responsibility of management. Our examination was limited to the verification of procedures on testbasis, for the purpose of issuing Secretarial Audit Report.

6. The Secretarial Audit is neither an assurance as to the future viability of the Company nor of the efficacyor effectiveness with which the management has conducted the affairs of the Company.

7. We conducted our audit in the manner specified under section 204 of the Companies Act, 2013 andRules made there under, which seeks an opinion and reasonable assurance about the compliance statusof various applicable acts and rules to the Company.

For, Sandip Sheth & AssociatesPracticing Company Secretaries


Sandip ShethPartner

Place: Ahmedabad FCS No: 5467Date: 17th May, 2019 COP No.:4354


45

ANNEXURE – HCIN : - L24110GJ1976PLC002905 Nominal Capital : - 1,75,500,000/-

Paid-up Capital : - 97,832,400/-

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015)

To,The Members,M/S. Diamines and Chemicals Ltd.Plot No. 13, PCC Area,P.O. Petrofils,BARODA-391 347.

We have examined all relevant registers, records, forms and disclosures received from the directors of DiaminesAnd Chemicals Limited , produced before us by the Company for the purpose of certifying compliance ofconditions of clause 10 (i) of para C of Schedule V read with Regulation 34(3) of Chapter IV of SEBI (ListingObligations And Disclosure Requirements) Regulations, 2015 for the year ended on 31st March, 2019. Wehave obtained all the information and explanations, which to the best of our knowledge and belief were necessaryfor the purpose of certification. During the course of such certification, we have relied on various informationand declaration furnished by each director of the Company as on 31st March, 2019 and relied on the onlineinformation available with Ministry of Corporate Affairs Portal, its filling position and other web pages.

In our opinion and to the best of our information and according to the verifications (including Directors IdentificationNumber (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to usby the Company & its officers, We hereby certify that none of the Directors on the Board of the Company for theFinancial Year ending on 31st March, 2019 have been debarred or disqualified from being appointed or continuingas Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or anysuch other Statutory Authority.

Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility ofthe management of the Company. Our responsibility is to express an opinion on these based on our verification.Our examination was limited to the procedure and implementation thereof, adopted by the Company for ensuringthe compliance of the conditions of the clause 10 (i) of para C of Schedule V read with Regulation 34(3) ofChapter IV of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 for the year endedon 31st March, 2019.

Sandip Sheth & AssociatesFirm Unique Code: P2001GJ041000

Practicing Company Secretaries

Sandip ShethPartner

Place : Ahmedabad FCS: 5467Date : May 17, 2019 CP No.: 4354


46

ANNEXURE – I

CORPORATE GOVERNANCE REPORTYour Company has always followed fair business and corporate practices. The Company believes that goodCorporate Governance is a key factor in achieving long-term growth and success and helps build the confidencein the Company’s integrity.

BOARD OF DIRECTORS AND ITS COMPOSITION:

As on 31st March, 2019, the Board of Directors of the Company comprises of Seven (7) Non-Executive Directorsand One (1) Executive Director and amongst them Four (4) are Independent Directors, who brings in a widerange of skills and experience. The Board Members consists of persons with professional expertise andexperience in various fields of Chemicals, Marketing, Finance, Management, Accountancy, etc. and thecomposition of the Board is in conformity with the amendments in the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) (Amendments) Regulations, 2018 (hereinafter referredto as “SEBI (LODR) Regulations, 2015”). The Board members are not inter-se related to each other.

The Chairman of the Board is a non-executive promoter Director.

Details of the Composition of the Board of Directors as on 31st March, 2019, are as under:

1. Mr. Yogesh M. Kothari Chairman, Non-Executive Director

2 Mr. Amit M. Mehta Vice Chairman, Non-Executive Director

3 Mr. G. S. Venkatachalam Executive Director

4 Mr. Kirat Patel Non-Executive Director

5 Mr. RajendraChhabra Non-Executive Independent Director

6 Dr. AmbrishDalal Non-Executive Independent Director

7 Mr. ShreyasMehta Non-Executive Independent Director

8 Mr. Dhruv Kaji Non-Executive Independent Director (up to 11th February, 2019)

9 Ms. Kejal Pandya Non-Executive Independent Director (w.e.f. 27th April, 2018)

RESPONSIBILITIES OF BOARD OF DIRECTORS:

The Board has a variety of matters related to the operations of the Company for its consideration and decision,which includes reviewing corporate performance, ensuring adequate availability of financial resources andreporting to Shareholders. During the year under review, the Board met Four (4) times. The maximum gapbetween any two meetings was not more than one hundred and twenty (120) days.

The Board of Directors ensures that their other responsibilities do not materially impact their responsibility asDirectors of the Company. The Company has not entered into any materially significant transactions with itsDirectors or their relatives, etc. which affects the interest of the Company.

ROLE OF INDEPENDENT DIRECTORS:

The Independent Directors play an important role in deliberations at the Board Meetings and bring to theCompany their wide experience in the fields of Chemicals, Technology, Management, Finance, Accountancy,etc.

SEPARATE MEETINGS OF THE INDEPENDENT DIRECTORS:

In accordance with the provisions of Schedule IV of the Companies Act, 2013, a separate meeting of theIndependent Directors was held during the year on Tuesday 12th February, 2019 without the attendance ofnon-independent Directors and members of management, inter alia to:

a. Review the performance of the non-independent Directors and the Board as a whole;


47

b. Review the performance of the Chairman of the Company, taking into account the views of the executivedirectors and non-executive directors of the Company;

c. Assess the quality, quantity and timeliness of flow of information between the company managementand the Board that is necessary for the Board to effectively and reasonably perform their duties.

The meeting was attended by Majority of independent directors. Mr. Rajendra Chhabra, who is an IndependentDirector, was the Chairman of the meeting of Independent Directors. The Independent Directors discussedmatters pertaining to the Company’s affairs and functioning of the Board and presented their views to theExecutive Director for appropriate action.

TENURE OF BOARD OF DIRECTORS:

As per the provisions under section 152 of the Companies Act, 2013 and the Companies (Appointment andqualifications of Directors) Rules, 2014 as amended from time to time, every year one third (1/3) of the totalstrength of the Board, is liable to retire by rotation. The Directors, who are required to retire every year and ifeligible, they qualify for re-appointment.

Mr. Amit Mehta & Mr. G. S. Venkatachalam, Directors of the Company, retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offer themselves for re-appointment.

BOARD MEETINGS:

The meetings of the Board of Directors are generally held at Mumbai & Vadodara. Meetings are scheduled wellin advance. The Board meets at regular intervals to review the quarterly performance and the financial resultsof the Company. The Members of the Board have access to all information on the Company and are free torecommend inclusion of any matter in the agenda for discussion. Senior Management persons are also invitedto attend the Board meetings and provide clarifications as and when required.

During the year under review, Four (4) Board Meetings were held respectively on 4th May, 2018, 6th August,2018, 26th October, 2018 and 12th February, 2019. Details of attendance at the Board Meetings and AnnualGeneral Meeting for each Director along with their other Directorships are as stated herein below:

ED : Executive DirectorNED : Non – Executive DirectorNED-I : Non-Executive & Independent DirectorPD : Promoter Director

The Chairman is Promoter and Non-Executive Director, and hence half of the board consists of IndependentDirectors.

*Mrs. Kejal Pandya appointed with effect from 27th April, 2018 on the Board of M/s. Diamines and ChemicalsLimited.

Sr. No.

Name of the Director DIN Category of Directorship

No. of Board Meetings attended

out of 4 held

Attended last AGM held on

06/08/2018 1. Mr. Yogesh M. Kothari 00010015 Chairman –NED / PD 4 Yes 2. Mr. Amit M. Mehta 00073907 Vice Chairman –

NED/PD 4 Yes

3. Mr. G. S. Venkatachalam 02205898 ED 4 Yes 4. Mr. Kirat Patel 00019239 NED 4 Yes 5. Mr. Rajendra Chhabra 00093384 NED-I 4 Yes 6. Mr. Dhruv Kaji

(upto 11.02.2019) 00192559 NED-I 2 Yes

7. Dr. Ambrish Dalal 02546506 NED-I 4 Yes 8. Mr. Shreyas Mehta 00211592 NED-I 1 No 9. Mrs. Kejal Pandya*

(w.e.f. 27.04.2018) 07048046 NED-I 4 Yes


48

Details of Number of Directorships in other Bodies Corporate and Chairmanship(s)/Membership(s)held in Committees of Public Limited Companies:

*Excluding Diamines and Chemicals Limited.

**The committees mentioned above include only Audit Committee, Stakeholders Relationship Committee.

None of the Directors of the Company was a member of more than ten Committees of Boards as stipulatedunder Regulation 26(1) of the SEBI (LODR), Regulations, 2015 nor was a Chairman of more than five suchcommittees across all Companies in which he was a director.

BOARD COMMITTEES:

To enable better and more focused attention on the affairs of the Company, the Board has appointed thefollowing Committees:

Audit Committee:

The Company has an adequately qualified Audit Committee and its composition meets the requirement ofSection 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulation, 2015. The AuditCommittee was formed on 14th March, 2001. The quorum of the said Audit Committee Meetings is 2 (Two)members or one third (1/3) of the members of the Audit Committee, whichever is greater, with at least twoindependent directors.

The composition of the Audit Committee as on 31st March, 2019 is as stated below:

NOTE : Mrs. Kejal Pandya, Member of the Audit Committee and Independent Director appointed on the Boardof the Company with effect from 27th April, 2018.

Name Designation Category

Mr. RajendraChhabra Chairman Non-Executive & Independent Director

Mr. Kirat Patel Member Non-Executive Director

Ms. Kejal Pandya Member Non-Executive & Independent Director

Name of the Director(s) No. of Directorships in other Companies

(Excluding Pvt. Cos., Section 8 and one

person Cos.) *

No. of Chairmanship(s) and Membership(s) of Committees of Public Ltd. Cos. Including

DACL **

Chairmanship in Committees in which

Directors are Members

Memberships in Committees of

Companies in which they hold

Directorships

Mr. Yogesh M. Kothari 01 01 01

Mr. Amit M. Mehta 02 - 01

Mr. Kirat Patel 02 - 03

Mr. Dhruv Kaji (Upto 11.02.2019) 06 - -

Mr. Rajendra Chhabra 01 01 01

Mr. G. S. Venkatachalam - - -

Dr. Ambrish Dalal - - -

Mr. Shreyas Mehta 01 - -

Mrs. Kejal Pandya (w.e.f. 27.04.2018) - - 01


49

The terms of the reference of the Audit Committee include approving and implementing the audit proceduresand techniques, reviewing the financial reporting systems, internal control systems and control proceduresand ensuring compliance with the regulatory guidelines as amended from time to time.

The Executive Director, Chief Financial Officer (CFO) and Internal Auditor are permanent invitees to theCommittee Meetings. The Statutory Auditors are also invited to attend the Meetings. The Company Secretaryacts as the Secretary of the Audit Committee.

The Committee members are paid a sitting fee of 10,000/- for each meeting attended by them.

Meetings and attendance during the year:

The details of attendance of the Members at these Audit Committee Meetings are as follows:

*Mrs. Kejal Pandya appointed on the Board with effect from 27th April, 2018.

The Minutes of Audit Committee Meetings are noted by the Board of Directors at the Board Meetings. TheChairman of the Audit Committee (Mr. Rajendra Chhabra) was present at the 42nd Annual General Meetingheld on 6th August, 2018.

Stakeholders Relationship Committee of Directors:

Stakeholders Relationship Committee comprises of Three (3) members who are Non-Executive Directors amongthem One (1) is Non-Executive & Independent Director of the Company.

Mr. Yogesh M. Kothari who is the Chairman of the Company also chairs the Meeting. During the year underreview, the Committee met as and when required.

A summary of various complaints received and cleared by the Company during the year is given below:

Normally all complaints/queries are disposed-off expeditiously. The Company had no complaint pending at theclose of the financial year.

The Committee considers and resolves the grievances of the security holders of the Company includingcomplaints related to transfer of shares, non-receipt of balance sheet and non-receipt of declared dividends.The Committee attends to share-transfer formalities every fortnight. The present composition of the Committeeis as follows:

Company Secretary of the Company acts as a Secretary to the Committee.

Member Attendance at Audit Committee Meetings held on 03.05.2018 03.08.2018 23.10.2018 11.02.2019 Mr. Rajendra Chhabra Yes Yes Yes Yes Mr. Kirat Patel Yes Yes Yes Yes Mrs. Kejal Pandya* Yes Yes Yes Yes

Name of the Director Executive / Non-Executive Mr. Yogesh M. Kothari Non-Executive

Mr. Amit M Mehta Non-Executive

Mr. Rajendra Chhabra Non-Executive & Independent Director

Nature of Complaint Received Cleared Non-receipt of Dividend Warrant Nil Nil

Non-receipt of Share Certificates Nil Nil

SEBI/Stock Exchange Letter/ROC 2 2 Miscellaneous Nil Nil

Total 2 2


50

Nomination and Remuneration Committee:

The erstwhile Remuneration Committee is reconstituted as Nomination and Remuneration Committee, as perthe requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations,2015. The Company has adopted a Remuneration Policy for its Directors, Key Managerial Personnel andother employees. The Remuneration Policy has laid down the criteria for determining qualifications, positiveattributes, independence of Director and Board diversity. The Policy lays down the factors for determiningremuneration of Whole-time Directors, Non-Executive Directors, Key Managerial Personnel and other employees.The policy also lays down the evaluation criteria of the Independent Directors and the Board. The Nominationand Remuneration Committee consists of Dr. Ambrish Dalal, Chairman, Mr. Rajendra Chhabra and Mr. KiratPatel, whose function is to approve remuneration policy of Directors. The nomination and remuneration committeemeetings were held on 4th May, 2018 and 12th February, 2019. The link of Nomination and Remunerationpolicy is http://www.dacl.co.in/investors/Remuneration%20policy%20DACL.pdf

Details of remuneration paid to the Executive Director (s) for the financial year 2018 – 2019.(` In Lakhs)

REMUNERATION PAID/PAYABLE TO NON-EXECUTIVE DIRECTORS:

The remuneration paid/payable to non-executive Directors for the year from 01.04.2018 to 31.03.2019 is asunder: (` in lakhs)

-Remuneration includes salary & perquisites. The Company does not have any stock option scheme.

No. of shares held by the Non – Executive Directors of the Company:

*Mr. Dhruv Kaji, Non-Executive Independent Director resigned from the Board of the Company with effect from12th February, 2019.

**Mrs. Kejal Pandya is appointed as Non-Executive Independent Director with effect from 27th April, 2018.

Sr. No.

Name No. of Equity Shares Held

01. Mr. Yogesh Kothari 2,05,393 02. Mr. Amit M. Mehta 8,62,099 03. Mr. Kirat Patel 10,800 04. Mr. Rajendra Chhabra 7,800 05. Dr. Ambrish Dalal 200 06. Mr. Dhruv Kaji* 300 07. Mr. Shreyas Mehta 9,000 08. Mrs. Kejal Pandya** 0

Name Remuneration Sitting Fee Commission Total

Mr. Yogesh Kothari Nil 0.86 5.58 6.44

Mr. Amit Mehta Nil 0.96 5.58 6.54

Mr. Kirat Patel Nil 2.50 2.32 4.82

Mr. Rajendra Chhabra Nil 2.36 2.32 4.68

Dr. Ambrish Dalal Nil 1.00 0.93 1.93

Mr. Dhruv Kaji (upto 11.02.2019) Nil 0.40 0.00 0.40

Mr. Shreyas Mehta Nil 0.20 0.93 1.13

Mrs. Kejal Pandya (w.e.f. 27.04.2018) Nil 1.20 0.93 2.13

Name of Director Designation Salary & Allowance

Perquisite

Commission Total

Mr. G. S. Venkatachalam

Executive Director

36.66 0.98 6.00 43.64


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CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Composition of the Corporate Social Responsibility Committee and details of meetings attended by theMembers of the Corporate Social Responsibility Committee during the financial year 2018-2019 are givenbelow:

Formation of CSR Committee:

The Board in its meeting held on 28th April, 2018, formulated and adopted Corporate Social Responsibility(CSR) Policy and composed / formed Corporate Social Responsibility (CSR) Committee to determine thescope, applicability and determine of the Corporate Social Responsibility Expenditure.

Terms of Reference:

The Committee is primarily responsible for formulating and recommending to the Board of Directors a CorporateSocial Responsibility (CSR) Policy and monitoring the same from time to time, amount of expenditure to beincurred on the activities pertaining to CSR and monitoring CSR activities.

CSR Policy

The Company has formulated CSR Policy and the same is available at the website of the Company at http://www.dacl.co.in/investors/CSR.pdf

Company Secretary acts as the Secretary to the Corporate Social Responsibility Committee.

DISCLOSURES:

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 and Regulation23 of the SEBI (LODR) Regulations, 2015 during the financial year were in the ordinary course of business andon arm’s length basis and do not attract provisions of Section 188 of the Companies Act, 2013. There were nomaterially significant transactions with the related parties during the financial year that may have potentialconflict with the interests of the Company at large. Related party transactions have been disclosed in Note 42to the financial statements. A statement in summary form of transactions with related parties in the ordinarycourse of business and arm’s length basis is periodically placed before the Audit Committee for its review.Segment Reporting as per Ind As-108 applicable to the Company is given in note No.41.

Material Subsidiaries: The Company does not have a material subsidiary as defined under Regulation 16(1)(c)SEBI (LODR) Regulations, 2015.

CEO/CFO Certification: A certification from the Executive Director and CFO in terms of Regulation 33(2) (a)of SEBI (LODR) Regulations, 2015 was placed before the Board Meeting held on May 17, 2019 to approve theAudited Annual Accounts for the year ended 31st March, 2019.

REGULATORY COMPLIANCES:

The Company has complied with all the requirements of regulatory authorities on capital markets and nopenalties; strictures have been imposed against it by the Stock Exchange or SEBI or any other regulatoryauthorities for the time being in force.

POLICES:

Related party Transaction policy

Your company has formulated Related Party Transaction policy (RPT) to disclose materiality of related party

Name Position in Committee

Category No. of Meetings

Held

No. of Meetings Attended

Mr. Amit Mehta Chairman Non-Executive Director 1 1

Mr. Rajendra Chhabra Member Independent Director 1 1

Mr. Kirat Patel Member Non-Executive Director 1 1


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transactions and dealing with related party transactions to be entered into by individual or taken together withprevious transaction during a financial year.

The detail of establishment of such policy is disclosed on the company’s website at http://www.dacl.co.in/investors/RPT_Policy.pdf

MEANS OF COMMUNICATION:

The Company has approx. Ten Thousand (10,000) shareholders. The main source of information to theShareholders is Annual Report of the Company, which includes inter-alia, the Report of the Board of Directors,Operational and Financial Review and the Audited Financial Results. Shareholders are also informed throughpress publication about the quarterly financial performance of the Company.

Quarterly results of the Company have been announced within a period of Forty five (45) days of the respectivequarter. Whenever, the audited results are published for the fourth quarter, they are announced within Sixty(60) days of the quarter as prescribed.

Quarterly, Half Yearly and Annual Financial Results are published in the Business Standard (in English) (inEnglish) and in Vadodara Samachar (Regional Language newspaper). These results are also immediatelyposted on the website of the Company at www.dacl.co.in.

GENERAL SHAREHOLDER INFORMATION:

1. Book Closure Date August 02, 2019 to August 09, 2019 (both days inclusive) 2. Date, Time and Venue of the

43rd Annual General Meting August 09, 2019 at 12.00 Noon at Plot No. 13, PCC Area, P. O. Petrochemicals, Vadodara – 391 346.

3. Listing on Stock Exchanges BSE Ltd., Floor 25, P.J Towers, Dalal Street, Mumbai 400 001. Tel: 022–2272 1233 / 34. Fax: 022–2272 2082 / 3132. (Scrip code: 500120)

4. Listing Fees Paid to the above Stock Exchange for the Financial Year 2018 – 2019.

5. Registered Office/Plant location and address for correspondence

Plot No. 13, PCC Area, P. O. Petrochemicals, Vadodara – 391 346. Tel: 0265 – 3920200 Fax: 0265 – 2230 218 e-mail: [email protected] website: www.dacl.co.in

6. Place where Share Transfers are to be lodged:

In view of the SEBI circular, every listed company is required to appoint one common agency for handling both Physical & Demat related services in respect of its shares. Following are the details for the Shareholders:

Branch Address: M/s. MCS Share Transfer Agent Ltd. (up to 30.09.2019)* 88, Neelam Apt, Above Chappan Bhog, Sampatrao Colony, Alkapuri, Vadodara – 390 007 Tel No : 0265-2339397 Fax : 0265 – 2341639 Email : [email protected]

M/s Link Intime India Pvt. Ltd. (w.e.f. 01.10.2019)* B-102 & 103, Shangrila Complex, First Floor, Opp. HDFC Bank, Near Radhakrishna Char Rasta, Akota, Vadodara - 390 020 Gujarat, India. Tel. No. : +91 265 2356573,+91 265 2356794 E-mail : [email protected] *The Board has approved to change RTA subject to approval by the Members in the AGM


53

MARKET PRICE DATA: High and low during each month in the last financial year:

Sr. No.

Month The Stock Exchange, Mumbai

High (`) Low (`)

1 April, 2018 113.40 83.25

2 May, 2018 110.00 85.60

3 June, 2018 97.00 80.15

4 July, 2018 92.90 80.55

5 August, 2018 188.90 88.00

6 September, 2018 215.95 157.20

7 October, 2018 187.15 132.75

8 November, 2018 151.00 125.45

9 December, 2018 139.50 124.00

10 January, 2019 153.20 123.00

11 February, 2019 129.90 77.80

12 March, 2019 126.50 94.00

7. International Securities Identification Number (ISIN)

INE 591D01014

8. Compliance Officer

Ms. Hemaxi Pawar Tel no : 0265 3920200 Email : [email protected]

9. Date, Time and Venue for the last 3 (Three) A.G.M.’s.

42nd A.G.M.-6th August, 2018 at 12.00 noon held at the Registered office of the Company 41stA.G.M.-20thJuly, 2017 at 12.00 noon held at the Registered office of the Company 40th A.G.M.-19th September, 2016 at 12.00 noon held at the Registered office of the Company *No Postal Ballots were used/invited for voting at these meetings.

10. Special resolutions passed. 42nd A.G.M. - 1 Special Resolutions was passed 41stA.G.M. – NIL 40th A.G.M. – 2 Special Resolutions were passed *No Postal Ballots were used/invited for voting at these meetings.

11. Closing Price of the Company’s Shares on 31st March, 2019. Bombay Stock Exchange (BSE)

`120.30/-

12. Financial Year 1st April to 31st March each year.

13. Dividend declared for current and earlier years

2018-19 : 30% (Interim) 2017-18 : 25% 2016 -17 : 15% 2015-16: NIL

14. Trading in Shares (Electronic Form) on Stock Exchanges

SEBI has made trading in the Company’s Shares compulsory in electronic form for all categories of Investors.


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DISTRIBUTION OF SHAREHOLDING: (as on 31st March, 2019)

Shareholding of nominal value Shareholders Share Amount

` (1) ` Number(2) % of total (3) ` (4) % of total(5)

Upto - 500 8498 91.25 9449400 9.66

501 - 1,000 416 4.47 3244060 3.32

1,001 - 2,000 186 2.00 2786160 2.85

2,001 - 3,000 72 0.77 1815230 1.85

3,001 - 4,000 26 0.28 941610 0.96

4,001 - 5000 26 0.28 1192040 1.22

5,001 - 10,000 41 0.44 3030840 3.10

10,001 - 50,000 33 0.35 7852960 8.03

50001 - 100,000 4 0.04 2671410 2.73

Above - 100000 11 0.12 64848690 66.28

TOTAL 9313 100.00 97832400 100.00

SHAREHOLDING PATTERN: (as on 31st March, 2019)

DEMATERIALISATION OF SHARES: (as on 31st March, 2019)

Details of Plant Locations/Address of Correspondence:

Plot No. 13, PCC Area, P. O. Petrochemicals, Vadodara – 391 346

Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impacton Equity:

The Company has not issued any of these instruments.

Sr. No.

Category No. of Shares Held % of total Shares

1 Promoters & persons acting in concert 6378777 65.20 2 Mutual Funds/Banks & FI’s/ Insurance Co. 3637 0.04 3 Central Govt/State Govt/POI 68291 0.70 4 Other Corporate Bodies/HUF 354546 3.62 5 Public 2907881 29.72 6 NRI’s 70108 0.72 7 Any Other 0 0

TOTAL 9783240 100.00%

Particulars No. of Equity Shares % to Share Capital

NSDL 85,62,271 87.52%

CDSL 9,03,075 9.23%

Physical 3,17,894 3.25%

TOTAL 97,83,240 100%


55

The names of the listed entities where the person is a director and the category of directorship

The Board has identified the following skills/expertise/ competencies fundamental for the effective functioningof the Company which are currently available with the Board:

Confirmation that in the opinion of the board that the independent directors fulfill the conditions specified inLODR regulations and are independent of the management.

Detailed reasons for the resignation of an independent director who resigns before the expiry of his tenurealong with a confirmation by such director that there are no other material reasons other than those provided-Mr. Dhruv Kaji, Non-Executive Independent Director of the Company resigned from the Board w.e.f. February12, 2019 before the expiry of his tenure. The reason for his resignation is that he has been appointed as aDirector on Boards of number of Companies and he was facing problems of clashing meeting dates as well aslack of time to do justice to his role in the Company. The Board confirmed that there is no other material reasonother than provided by him.

List of all credit ratings obtained by the entity along with any revisions thereto during the relevant financial yearfor all debt instruments of such entity or any fixed deposit programme or any scheme or proposal of the listedentity involving mobilization of funds, whether in India or abroad- Not Applicable

Details of utilization of funds raised through preferential allotment or qualified institutions placement as specifiedunder Regulation 32 (7A). – Not Applicable

A certificate from a company secretary in practice that none of the directors on the board of the company havebeen debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority is attached herewith as “Annexure H”.

Director Name Details as on March 31, 2019 (Excluding Diamines and Chemicals Limited) Name of listed entities where the

person is a director Category of Directorship

Mr. Yogesh Kothari Alkyl Amines Chemicals Ltd. Chairman & Managing Director Mr. Amit Mehta Sadhnana Nitro Chem Ltd. Director Mr. Kirat Patel Alkyl Amines Chemicals Ltd. Executive Director

Kaira Can Company Ltd. Director Mr. Rajendra Chhabra - - Mr. G.S.Venkatachalam - - Dr. Ambrish Dalal - - Mr. Shreyas Mehta Specular Marketing & Financing Ltd. Director Mrs. Kejal Pandya - -

Financial Leadership of a financial firm or management of the finance function of an enterprise, resulting in proficiency in complex financial management, capital allocation and financial reporting processes.

Global Business Experience in driving business success in markets around the world, with an understanding of diverse business environments, economic conditions, cultures and regulatory frameworks, and a board perspective on global market opportunities.

Leadership Extended leadership experience for a significant enterprise, resulting in a practical understanding of organisations, processes, strategic planning, and risk management. Demonstrated strengths in developing talent, planning succession, and driving change and long-term growth.

Board Service and Governance

Service on a public company board to develop insights about maintaining board and management accountability, protecting shareholder interests, and observing appropriate governance practices.

Sales and Marketing

Experience in developing strategies to grow sales and market share, build brand awareness and equity and enhance enterprise reputation


56

The Company has paid fees for all services on a consolidated basis, to the statutory auditor and all entities inthe network firm/network entity of which the statutory auditor is a part.

Non-mandatory disclosures/requirements:

- Reporting of Internal Auditor: Internal Auditor of the Company is reporting directly to the Audit Committeeon quarterly basis.

- The Company has in place a Whistle Blower Policy through which Directors, Employees and otherStakeholders may report their genuine concerns or grievances. The Whistle Blower Policy of the Companyhas been disclosed on the website of the Company at http://www.dacl.co.in/investors/whistle_blower_policy-DACL.pdf. No personnel have been denied access to the Audit Committee toreport its genuine concerns or grievances.

- The Risk Management Policy as required by Listing Regulations is Not Applicable to the Company

- The Company has adopted a Code of Conduct for Regulating, Monitoring and Reporting of Trading byInsiders and Code of Conduct for fair disclosures pursuant to SEBI (Prohibition of Insider Trading)Regulations, 2015 and also adopted Code of Practices and Procedures for Fair Disclosure of UnpublishedPrice Sensitive Information under SEBI (Prohibition of Insider Trading) (Amendments) Regulations, 2018.

As required by Regulation 9 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 andamendments thereto, the Board of Directors has approved the Policy for Preservation of Documents andArchival Policy and the same is available at the website of the Company at www.dacl.co.in

FOR DIAMINES AND CHEMICALS LTD

Yogesh M KothariChairman

DIN : 00010015Place : MumbaiDate : May 17, 2019


57

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIORMANAGEMENT PERSONNEL WITH THE COMPANY’S CODE OF CONDUCT

This is to confirm that Company has adopted a Code of Conduct for its employees. In addition, the Companyhas adopted a Code of Conduct for its Non-Executive Directors. Both these codes are available on the Company’swebsite.

I confirm that the Company has in respect of the financial year ended on 31st March, 2019, received from theSenior Management team of the Company and the members of the Board a declaration of compliance with theCode of Conduct as applicable to them.

For the purpose of this declaration, Senior Management team means the Chief Financial Officer and employeesin the General Manager cadre as on 31st March, 2019.

For Diamines and Chemicals Limited

Sd/-G. S. Venkatachalam

Executive DirectorDIN: 02205898



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CIN: - L24110GJ1976PLC002905 Nominal Capital: - 1,75,500,000/-Paid-up Capital : - 97,832,400/-

CORPORATE GOVERNANCE COMPLIANCE CERTIFICATETo,The Members,M/s. Diamines and Chemicals LimitedPlot No. 13, PCC Area,P. O. Petrochemicals,Vadodara - 391346

We have examined all relevant records of Diamines and Chemicals Limited for the purpose of certifyingcompliance of conditions of Corporate Governance, para C of Schedule V read with Regulation 34(3) of ChapterIV of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, for the financial year endedon 31st March, 2019. We have obtained all the information and explanations, which to the best of our knowledgeand belief were necessary for the purpose of certification.

The compliance of the conditions of Corporate Governance is the responsibility of the management. Ourexamination was limited to the procedure and implementation thereof, adopted by the Company for ensuringthe compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression ofopinion on the financial statements of the Company. This certificate is neither an assurance as to the futureviability of the company nor of the efficacy or effectiveness with which the management has conducted theaffairs of the Company.

On the basis of our examination of the records produced, explanation and information furnished, We certifythat the Company has complied with all the mandatory conditions of the para C of Schedule V read withRegulation 34(3) of Chapter IV of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015,except as reported by the Secretarial Auditor in his respective report.

For, Sandip Sheth & AssociatesPracticing Company Secretaries


SD/-Sandip Sheth

PartnerPlace : Ahmedabad FCS No: 5467Date : 17th May 2019 COP No.:4354


59

INDEPENDENT AUDITOR’S REPORT

To the Members ofDiamines and Chemicals Limited

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of Diamines and Chemicals Limited (“the Company”),which comprise the Balance Sheet as at 31st March, 2019, the Statement of Profit and Loss including OtherComprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flows for the yearthen ended, and notes to the financial statements, including a summary of significant accounting policies andother explanatory information (hereinafter referred to as “the financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaidfinancial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner sorequired and give a true and fair view in conformity with the Indian Accounting Standards specified undersection 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“IndAS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at31st March, 2019, and total comprehensive income (comprising of profit and other comprehensive income),changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Act. Our responsibilities under those Standards are further described in theAuditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independentof the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our audit opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit ofthese financial statements of the current period. These matters were addressed in the context of our audit ofthe financial statements as a whole, and in forming our opinion thereon, and we do not provide a separateopinion on these matters. We have determined the matters described below to be the key audit matters to becommunicated in our report.

Sr.No. Key Audit Matter How our audit addressed the key audit matter

1. Litigations and claims

(Refer to note 38(c) to the financial statements)

The cases are pending with multiple taxauthorities like Income Tax, Excise/Service Tax,Provident Fund Authority and DirectorateGeneral of Foreign Trade etc. and there areclaims from customers which have not beenacknowledged as debt by the company.

In normal course of business, financialexposures may arise from pending proceedingsand from claims of the customers not

Our audit procedures, inter alia, included thefollowing:

• Evaluation of management's judgment of taxrisks, estimates of tax exposures, other claimsand contingencies. Third party opinions, pastand current experience with the tax authoritiesand management's response on the subjectmatter were used to assess the appropriatenessof management's best estimate of the most likelyoutcome of each uncertain contingent liability.


60


acknowledged as debt by the company. Whethera claim needs to be recognised as liability ordisclosed as contingent liability in the financialstatements is dependent on number ofsignificant assumptions and judgments. Theamounts involved are potentially significant anddetermining the amount, if any, to be recognisedor disclosed in the financial statements, isinherently subjective.

We considered the above area as a key auditmatter due to associated uncertainty related tothe outcome of these matters and application ofmaterial judgement in interpretation of law.

• Understanding the current status of the taxassessments & other litigations and discussingselected matters with the entity's management.

• Critically assessing the entity's assumptions andestimates in respect of claims, included in thecontingent liabilities disclosed in the financialstatements.

• Assessment of the probability of negative resultof litigation and the reliability of estimates ofrelated obligation.

Conclusion:

Based on procedure described above, we did notidentify any material exceptions relating tomanagement's assertions, and treatment,presentation and disclosure of the subject matter inthe financial statements.

2. Reasonableness of carrying value of EDCPlant and its related machineries andequipment ("EDC Plant"), included inProperty, Plant and Equipment

(Refer to note 5A(ii) to the financial statements)

There is a risk in respect of impairment of EDCPlant that has remained idle for considerableperiod of time. According to the informationfurnished to us, company has devised soundand viable plans for developing andmanufacturing, new products using EDC plantthrough intense research carried out bycompany's Research & DevelopmentDepartment. Based on future cash flowsexpected to be derived from use of the said plant,the management does not anticipate anyimpairment in the carrying value of EDC plant.

We have considered this as a Key Audit Matteras it requires significant managementjudgement, including accounting estimates thatinvolve high estimation uncertainty.


• Examination of the company's future plans asapproved by the Board of directors thatenvisages effective use of the EDC Plant andgeneration of revenues from its usage; and

• Analysed and evaluated the recoverableamount, which in the company's case, is Valuein Use (i.e. Present value of expected futurecash flows) of the EDC plant, based on projectedfinancials for next 5 years from the date it isproposed to be put to use, with reasonableassumptions and compared the same withcarrying value of the EDC plant.

• Analysed the management's judgements andestimates and tested the arithmetic validity ofthe impairment testing.

Conclusion:

Based on procedure described above, we did notidentify any material exceptions to themanagement's assertions with regard to carryingvalue of EDC plant in financial statements.

3. Application of New Indian AccountingStandard

(Refer to note 35 to the financial statements)

The application of the new revenue accountingstandard (Ind AS-115) "Revenue from Contracts


We have assessed the Company's process toidentify the impact of adoption of the new revenueaccounting standard. Our audit approach consisted


61


with Customers" involves certain keyjudgements relating to identification of distinctperformance obligations, determination oftransaction price of the identified performanceobligations, identification and measurement ofvariable considerations and the appropriatenessof the basis used to measure revenue.

Compliance with new standard requiresaccuracy of recognition, measurement,presentation and disclosures of revenues andother related balances and hence the adoptionof Ind AS 115 "Revenue from Contracts withCustomers" (new revenue accounting standard)is considered a key audit matter.

testing of the design and operating effectiveness ofthe internal controls and substantive testing asfollows:

• Reviewed financial reporting controls relating toimplementation of the new revenue accountingstandard, relating to identification of the distinctperformance obligations, variableconsiderations, determination and allocation oftransaction price.

• Selected a sample of continuing and newcontracts and performed the followingprocedures:

• Read, analysed and identified the distinctperformance obligations in these contracts.

• Compared these performance obligationswith those identified and recorded by theCompany.

• Considered the terms of the contracts todetermine the transaction price including anyvariable considerations to verify thetransaction price used to compute revenueand to test the basis of estimation includingconstraining estimates of the variableconsiderations.

• Reviewed disclosures included in the notesto the accompanying financial statements.

Conclusion:

Based on the procedures described above, we didnot identify any material exceptions to themanagement's assertions and treatment,presentation and disclosure in the financialstatements relating to company's revenues fromcontracts with customers in financial statements.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the preparation of the other information. The otherinformation comprises the information included in the Board’s Report including Annexures to Board’s Report,Management Discussion and Analysis, Corporate Governance Report and Shareholder’s Information but doesnot include the financial statements and our auditor’s report thereon. The above-referred information is expectedto be made available to us after the date of this audit report.

Our opinion on the financial statements does not cover the other information and we do not express any formof assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other informationidentified above when it becomes available and, in doing so, consider whether the other information is materiallyinconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated.


62

When we read the information, if we conclude that there is a material misstatement therein, we are required to

circumstances & the applicable laws and regulations.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act withrespect to the preparation of these financial statements that give a true and fair view of the financial position,financial performance, total comprehensive income, changes in equity and cash flows of the Company inaccordance with the accounting principles generally accepted in India, including the Indian Accounting Standards(Ind AS) specified under section 133 of the Act. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; and design,implementation and maintenance of adequate internal financial controls, that were operating effectively forensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentationof the financial statements that give a true and fair view and are free from material misstatement, whether dueto fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continueas a going concern, disclosing, as applicable, matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to cease operations, or hasno realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are freefrom material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes ouropinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted inaccordance with SAs will always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if, individually or in the aggregate, they could reasonably be expectedto influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professionalskepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud orerror, design and perform audit procedures responsive to those risks, and obtain audit evidence that issufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures thatare appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible forexpressing our opinion on whether the Company has adequate internal financial controls with referenceto financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimatesand related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and,based on the audit evidence obtained, whether a material uncertainty exists related to events or conditionsthat may cast significant doubt on the Company’s ability to continue as a going concern. If we concludethat a material uncertainty exists, we are required to draw attention in our auditor’s report to the relateddisclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our


63

conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However,future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including thedisclosures, and whether the financial statements represent the underlying transactions and events in amanner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scopeand timing of the audit and significant audit findings, including any significant deficiencies in internal controlthat we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethicalrequirements regarding independence, and to communicate with them all relationships and other matters thatmay reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that wereof most significance in the audit of the financial statements of the current period and are therefore the key auditmatters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosureabout the matters or when, in extremely rare circumstances, we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonably be expected tooutweigh the public interest benefits of such communication.

Other Matter

The comparative financial information included in these financial statements, are based on the previouslyissued financial statements for the year ended 31st March, 2018 which were audited by the predecessor auditorswho, vide their report dated 04th May, 2018, expressed an unmodified opinion. Our Opinion is not modified inrespect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Act, we give in Annexure “A”, astatement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

a. we have sought and obtained all the information and explanations which to the best of our knowledgeand belief were necessary for the purposes of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far asit appears from our examination of those books;

c. the Balance Sheet, the Statement of Profit and loss including other comprehensive income, theStatement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are inagreement with the books of account;

d. in our opinion, the aforesaid financial statements comply with the Indian Accounting Standards (IndAS) specified under Section 133 of the Act;

e. on the basis of the written representations received from the directors as on 31st March, 2019, takenon record by the Board of Directors, none of the directors is disqualified as on 31st March, 2019, frombeing appointed as a director in terms of Section 164(2) of the Act;

f. with respect to the adequacy of the internal financial controls with reference to financial statementsof the Company and the operating effectiveness of such controls, refer to our separate report in“Annexure B”;

g. with respect to the other matters to be included in the Auditor’s Report in accordance with therequirements of section 197(16) of the Act, as amended:


64

In our opinion and to the best of our information and according to the explanations given to us, theremuneration paid by the Company to its directors during the year is in accordance with the provisionsof section 197 of the Act; and

h. with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our informationand according to the explanations given to us:

i. the Company has disclosed the impact of pending litigations on its financial position in its financialstatements – Refer Note 38(c) to the financial statements;

ii. the Company did not have any long-term contracts including derivative contracts, as at 31st

March, 2019 for which there were any material foreseeable losses; and

iii. there has been no delay in transferring amounts, required to be transferred, to the InvestorEducation and Protection Fund by the Company.

For K. C. Mehta & Co.Chartered Accountants

Firm’s Registration No.106237W

Vishal P. DoshiPlace : Vadodara PartnerDate : 17th May, 2019 Membership No. 101533


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ANNEXURE A TO THE INDEPENDENT AUDITORS’ REPORTThe annexure referred to in our Independent Auditor’s Report to the members of Diamines and ChemicalsLimited (“the Company”) on the financial statements for the year ended 31st March, 2019, we report that:

i. (a) According to the information and explanations given to us, the Company is in the process of updatingfixed assets records to show full particulars including quantitative details and situation of its fixedassets.

(b) The Company has a regular programme of physical verification of its fixed assets by which fixedassets are verified in a phased manner over a period of three years. In accordance with thisprogramme, certain fixed assets were verified during the year and no material discrepancies werenoticed on such verification. In our opinion, the periodicity of physical verification is reasonablehaving regard to the size of the Company and the nature of its assets.

(c) According to the information and explanations given to us and on the basis of our examination ofthe records of the Company, the title deeds of immovable properties are held in the name of theCompany, as on date of this report, except for the following: (` in lakhs)

ii. During the year, the inventories have been physically verified by the management. In our opinion thefrequency of verification is reasonable. On the basis of our examination of the records of inventory, weare of the opinion that the discrepancies noticed on verification between the physical stocks and bookrecords were not material and have been properly dealt with in the books of account.

iii. The Company has not granted any loans, secured or unsecured to companies, firms, Limited LiabilityPartnerships or other parties covered in the register maintained under section 189 of the Companies Act,2013 and therefore, reporting under clause (iii) (a) to clause (iii) (c) of the Order is not applicable to theCompany.

iv. The Company has not granted any loans, made any investments, or provided any guarantees or securityto which provisions of section 185 and 186 of the Act apply and therefore, reporting under clause (iv) ofthe Order is not applicable to the Company.

v. According to the information and explanations given to us, the Company has not accepted any depositsduring the year from the public within the meaning of provisions of section 73 to 76 of the Act, and therules framed thereunder or under the directives issued by the Reserve Bank of India and therefore,reporting under clause (v) of the Order is not applicable to the Company.

vi. We have broadly reviewed the cost records and accounts maintained by the Company pursuant to theCompanies (Cost Records and Audit) Rules, 2014 as specified by the Central Government under section148(1) of the Act and are of the opinion, that prima facie, the prescribed accounts and records have beenmade and maintained. However, we have not carried out a detailed examination of the same.

vii. (a) According to the information and explanations given to us and on the basis of our examination ofthe records, the Company has been regular in depositing with appropriate authorities undisputedstatutory dues, including provident fund, employee’s state insurance, income-tax, sales-tax, servicetax, duty of customs, duty of excise, value added tax, goods and service tax, cess and any otherstatutory dues applicable to it. Further, no undisputed amounts payable in respect of income tax,sales tax, service tax, duty of customs, duty of excise, value added tax, goods and service tax,cess and other statutory dues were in arrears, as at 31st March, 2019 for a period of more than sixmonths from the date they become payable.

Category of Assets

Total No. of cases

Lease hold/ Free hold

Gross Block as at 31st March,

2019

Net Block as at 31st March,

2019

Remarks

Building 1 Free hold 9.49 5.00 Located at Ahmedabad


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(b) According to the information and explanations given to us and on the basis of our examination ofthe records of the Company, there are no disputed dues in respect of Sales tax, goods and servicetax and value added tax which have not been deposited. According to the information andexplanations given to us, the following are the particulars of Income tax, Service tax, duty of customsand duty of excise as at 31st March, 2019 which have not been deposited on account of dispute:

viii. In our opinion and according to the information and explanations given to us, the Company has notdefaulted in repayment of loans or borrowings to any bank. The company has not taken any loans fromfinancial institution or Government. It has not issued any debentures.

ix. The Company has not raised any money by way of initial public offer or further public offer (including debtinstruments) or term loans during the year and therefore, reporting under clause (ix) of the Order is notapplicable to the Company.

x. To the best of our knowledge and according to information and explanations given to us, no fraud by thecompany or on the Company by its officers or employees has been noticed or reported during the year.

xi. According to the information and explanations given to us and based on our examination of the recordsof the Company, the Company has paid/provided for managerial remuneration in accordance with therequisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. In our opinion, the Company is not a Nidhi company and therefore, reporting under clause (xii) of theOrder is not applicable to the Company.

Name of the statute (Nature of disputed

dues)

Amount (` in lakhs)

Period to which the amount

relates

Forum where pending

Income Tax Act, 1961 (Income Tax)

160.35 A.Y 2009-10 Gujarat High Court


74.24 A.Y 2010-11 Income-tax Appellate Tribunal – Ahmedabad






5.64 A.Y 2016-17 Commissioner of Income-Tax (Appeals), Vadodara

Finance Act, 1994 (Service tax/Excise)

74.00 F.Y. 2004-05 to 2012-13

Customs, Excise & Service Tax Appellate Tribunal (CESTAT), Ahmedabad.

Finance Act, 1994 (Service tax/Excise)

3.71 F.Y. 2011-12 to 2016-17

Superintendent - Central Excise, Customs and Service Tax, Vadodara-I

The Foreign Trade (Development and Regulation) Act, 1992

6.71 F.Y. 1993-94 to 1997-98

Jt. Director General of Foreign Trade, Vadodara.

The Foreign Trade (Development and Regulation) Act, 1992

46.94 F.Y. 1993-94 to 1997-98

Additional Director General of Foreign Trade, Ahmedabad.


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xiii. In our opinion and according to the information and explanations given to us, transactions with the relatedparties are in compliance with sections 177 and 188 of the Act where applicable and the details of suchtransactions have been disclosed in the financial statements as required by the applicable IndianAccounting Standards (Ind AS).

xiv. According to the information and explanations given to us and based on our examination of the records,the Company has not made any preferential allotment or private placement of shares or fully or partlypaid convertible debentures during the year and therefore, reporting under clause (xiv) of the Order is notapplicable to the Company.

xv. In our opinion and according to the information and explanations given to us, the Company has notentered into non-cash transactions with directors or persons connected with him and therefore, reportingunder clause(xv) of the Order is not applicable to the Company.

xvi. In our opinion and according to the information and explanations given to us, the Company is not requiredto be registered under Section 45-IA of the Reserve Bank of India Act, 1934.





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ANNEXURE “B” TO THE INDEPENDENT AUDITORS’ REPORT(Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements’ section of ourreport to the Members of Diamines and Chemicals Limited on the financial statements of even date)

Report on the Internal Financial Controls with reference to financial statements under Clause (i) ofSub-section 3 of Section 143 of the Act.

We have audited the internal financial controls with reference to financial statements of Diamines and ChemicalsLimited (“the Company”) as of 31st March, 2019 in conjunction with our audit of the financial statements of theCompany for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls basedon the internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting issued by the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include thedesign, implementation and maintenance of adequate internal financial controls that were operating effectivelyfor ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, thesafeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completenessof the accounting records, and the timely preparation of reliable financial information, as required under theAct.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls with reference to financialstatements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit ofInternal Financial Controls over Financial Reporting (the, “Guidance note”) and the Standards on Auditing,issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, to the extent applicableto an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, bothissued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirementsand plan and perform the audit to obtain reasonable assurance about whether adequate internal financialcontrols with reference to financial statements were established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financialcontrols with reference to financial statements and their operating effectiveness. Our audit of internal financialcontrols with reference to financial statements included obtaining an understanding of internal financial controlswith reference to financial statements, assessing the risk that a material weakness exists, and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor’s judgement, including the assessment of the risks of material misstatement ofthe financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion on the Company’s internal financial controls with reference to financial statements.

Meaning of Internal Financial Controls with reference to financial statements

A company’s internal financial controls with reference to financial statements is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accounting principles. A company’s internal financialcontrols with reference to financial statements include those policies and procedures that (1) pertain to themaintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositionsof the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessaryto permit preparation of financial statements in accordance with generally accepted accounting principles, andthat receipts and expenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regarding prevention or


69

timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have amaterial effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to financial statements

Because of the inherent limitations of internal financial controls with reference to financial statements, includingthe possibility of collusion or improper management override of controls, material misstatements due to erroror fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controlswith reference to financial statements to future periods are subject to the risk that the internal financial controlswith reference to financial statements may become inadequate because of changes in conditions, or that thedegree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, adequate internal financial controls with reference tofinancial statements and such internal financial controls with reference to financial statements were operatingeffectively as at 31st March, 2019, based on the internal control over financial reporting criteria established bythe Company considering the essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.





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BALANCE SHEET AS AT 31ST MARCH, 2019

Particulars Note As at As atNo. 31st March, 2019 31st March, 2018

ASSETS(1) Non-Current Assets

(a) Property, Plant and Equipment 5A 2,443.07 2,413.87(b) Capital work-in-progress 78.77 51.55(c) Intangible assets 5B 1.84 -(d) Financial Assets

(i) Investments 6 25.33 66.45(ii) Others 7 14.60 9.97

(e) Other non-current assets 8 142.15 136.14Total Non-Current Assets 2,705.76 2,677.98

(2) Current Assets(a) Inventories 9 932.38 673.49(b) Financial Assets

(i) Trade receivables 10 764.89 790.06(ii) Cash and cash equivalents 11 0.20 48.08(iii) Other bank balances 12 1,720.64 1,030.08(iv) Others 13 - 10.25

(c) Current Tax Assets (Net) 14 4.97 -(d) Other current assets 15 64.51 34.85Total Current Assets 3,487.59 2,586.81TOTAL ASSETS 6,193.35 5,264.79

EQUITY AND LIABILITIESEquity(a) Equity Share capital 16 978.32 978.32(b) Other Equity 17 3,902.71 3,282.66Total Equity 4,881.03 4,260.98Liabilities

(1) Non-Current Liabilities(a) Provisions 18 46.07 33.28(b) Deferred Tax Liabilities (Net) 19 420.45 394.98Total Non-Current Liabilities 466.52 428.26

(2) Current Liabilities(a) Financial Liabilities

(i) Borrowings 20 198.61 -(ii) Trade payables 21

(A) due to micro enterprises and small enterprises 16.86 -(B) due to other than micro enterprises and

small enterprises 388.68 364.77(iii) Other financial liabilities 22 166.98 94.30

(b) Other current liabilities 23 35.86 20.80(c) Provisions 24 38.81 52.90(d) Current Tax Liabilities (Net) 25 - 42.78Total Current Liabilities 845.80 575.55Total Liabilities 1,312.32 1,003.81

TOTAL EQUITY AND LIABILITIES 6,193.35 5,264.79Significant Accounting Policies and Notes toFinancial Statements 1-47As per our report of even date attached For and on behalf of the BoardFor K. C. Mehta & Co.Chartered Accountants YOGESH KOTHARI AMIT MEHTA

Chairman Vice ChairmanDIN : 00010015 DIN : 00073907

Vishal P. Doshi G.S.VENKATACHALAM DIPEN RUPARELIAPartner Executive Director Chief Financial OfficerMembership No.101533 DIN : 02205898

Place : Vadodara HEMAXI PAWAR Place : MumbaiDate : 17th May, 2019 Company Secretary Date : 17th May, 2019

(` in Lakhs)


71

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2019(` in Lakhs)

Particulars Note For the For theNo. year ended year ended

31st March, 2019 31st March, 2018

I Revenue from Operations 26 4,731.63 3,956.00II Other Income 27 96.48 45.11III Total income (I+II) 4,828.11 4,001.11IV EXPENSES

Cost of materials consumed 28 1,527.88 1,278.49Changes in inventories of finished goods and work-in-progress 29 (234.72) 168.85Excise Duty - 105.41Employee benefits expense 30 441.34 373.61Finance costs 31 7.06 31.98Depreciation and Amortisation expense 5A&5B 200.64 194.81Other expenses 32 1,104.00 871.51Total expenses (IV) 3,046.20 3,024.66

V Profit before exceptional items and tax (III-IV) 1,781.91 976.45VI Exceptional items 33 - 152.52VII Profit before tax (V-VI) 1,781.91 823.93VIIITax expense: 36

(a)Current Tax 447.20 216.55(b)Tax relating to Earlier Years (6.41) -(c)Deferred Tax 27.94 (101.52)

IX Profit for the year (VII-VIII) 1,313.18 708.90X Other Comprehensive Income (OCI)

A. Items that will not be reclassified subsequently toprofit or loss :(i) Remeasurement gain/(loss) on the Defined Benefit

Plans (8.49) (3.17)(ii) Gain/(Loss) on measuring equity instruments at Fair

Value carried through Other Comprehensive Income(FVTOCI) (41.12) (26.60)

(iii) Income tax on (i) above 2.47 0.88B. Items that will be reclassified subsequently to

profit or loss : - -XI Total Comprehensive Income for the year (IX+X) 1,266.04 680.01XII Earnings per equity shareBasic & Diluted 37 13.42 7.25Significant Accounting Policies and Notes to 1-47Financial StatementsAs per our report of even date attached For and on behalf of the BoardFor K. C. Mehta & Co.Chartered Accountants YOGESH KOTHARI AMIT MEHTA





72

STATEMENT OF CASH FLOW FOR THE YEAR ENDED 31ST MARCH, 2019

Particulars For the For theyear ended year ended


A. CASH FLOW FROM OPERATING ACTIVITIESNet Profit/(Loss) before tax 1,781.91 823.93

Adjustments for:Depreciation/Amortisation/Impairment of Property, Plant and Equipment 204.54 194.81

Dividend Income (0.09) (0.22)Interest Income (88.29) (25.50)

Finance Costs 9.53 31.98(Profit) / Loss on Property, Plant and Equipment Sold (0.93) 152.52

Unrealised Loss on Foreign Exchange 4.34 (7.69)Provision for Doubtful Receivables/Advances/Sundry balances written off 2.76 -

Provision/Advances/Sundry Balances written back (0.26) -Provision for impairment in value of Inventories 4.14 -

Excess provision written back (8.34) -Operating Profit/(Loss) before changes in working capital 1,909.31 1,169.83

Adjustment for Changes in Working CapitalTrade Receivables 25.16 34.57

Inventories (258.89) 94.44Financial Assets and Other Assets (19.41) 20.06

Trade Payables 40.77 175.13Other Financial Liabilities 44.59 (327.72)

Other Liabilities and provisions (26.13) 29.95Long-term Loans and Advances and Other Non-current Assets (135.43) (16.04)

Cash flow from operations after changes in working capital 1,579.97 1,180.22

Income-tax paid (330.33) (187.84)

Net Cash Flow from/(used in) Operating Activities 1,249.64 992.38

B. CASH FLOW FROM INVESTING ACTIVITIESInterest Received 88.29 25.50

Dividend Received 0.09 0.22Purchase of Property, Plant and Equipment, Intangible assets & CWIP (264.23) (94.75)

Sale of Property, Plant and Equipment 2.35 752.44Bank Balances not considered as Cash and Cash Equivalents (677.86) (974.58)

Net Cash Flow from/(used in) Investing Activities (851.36) (291.17)

C. CASH FLOW FROM FINANCING ACTIVITIESFinance Costs (9.53) (31.98)

Dividend Paid (Including Dividend Distribution Tax) (645.99) (176.62)Repayment of Non-current Borrowings - (102.50)

Increase / (Decrease) in Current Borrowings 198.61 (343.13)

Net Cash Flow from/(used in) Financing Activities (456.91) (654.23)

Net Increase/(Decrease) in Cash and Cash Equivalents (58.63) 46.98Cash & Cash Equivalents at beginning of period (see Note 1) 58.83 11.85

Cash and Cash Equivalents at end of period (see Note 1) 0.20 58.83

(` in Lakhs)


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As per our report of even date attached For and on behalf of the BoardFor K. C. Mehta & Co.Chartered Accountants YOGESH KOTHARI AMIT MEHTA




Notes:1 Cash and Cash equivalents comprise of:

Cash on hand 0.20 0.38Balance with Banks - 58.45

Cash and Cash equivalents 0.20 58.83

2 Figures of the previous year have been regrouped / reclassifiedwherever necessary.



(` in Lakhs)


74

A. Equity Share CapitalParticulars AmountBalance as at 1st April, 2017 978.32Additions/(Reductions) -Balance as at 31st March, 2018 978.32Balance as at 1st April, 2018 978.32Additions/(Reductions) -Balance as at 31st March, 2019 978.32

B. Other Equity (` in Lakhs)Particulars Reserves & Surplus Equity Total

General Retained InstrumentReserve Earnings carried

through OCIBalance as at 1st April, 2017 517.12 2,176.96 85.18 2,779.26Movement during the year:Profit for the year 708.90 708.90Other Comprehensive Income for theyear, net of income tax (2.28) (2.28)Net fair value gain/(loss) on investmentin equity instrument carried through OCI - (26.60) (26.60)Payment of Dividend (Interim and Final) (146.75) (146.75)Tax on Dividend (Interim and Final) (29.87) (29.87)Balance as at 31st March, 2018 517.12 2,706.96 58.58 3,282.66Balance as at 1st April, 2018 517.12 2,706.96 58.58 3,282.66Movement during the year:Profit for the period 1,313.18 1,313.18Other Comprehensive Income for theyear, net of income tax (6.02) (6.02)Net fair value gain/(loss) on investmentin equity instrument carried through OCI - (41.12) (41.12)Payment of Dividend (Interim and Final) (538.08) (538.08)Tax on Dividend (Interim and Final) (107.91) (107.91)Balances as at 31st March, 2019 517.12 3,368.13 17.46 3,902.71

Significant Accounting Policies andNotes to Financial Statements 1-47

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2019(` in Lakhs)






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NOTES TO THE FINANCIAL STATEMENTS

1. Corporate Information

Diamines and Chemicals Limited (“the Company”) is a domestic public limited company incorporatedand domiciled in India and has its registered office at Plot No. 13, New IPCL Rd, PCC Area, Vadodara,Gujarat. The Company’s shares are listed and traded on the Bombay Stock Exchange Ltd. (BSE). Thecompany is engaged in business of manufacturing and marketing of organic chemicals compounds andPower Generation.

2. Recent accounting pronouncements

Application of New Indian Accounting Standards

The Ministry of Corporate Affairs (“MCA”) through Companies (Indian Accounting Standards) AmendmentRules, 2019 and Companies (Indian Accounting Standards) Second Amendment Rules, 2019 has notifiedthe new Ind AS and certain amendments to existing Ind ASs. They shall come into force on 1st April,2019 and therefore, the company shall apply the same with effect from that date.

(a) New Indian Accounting Standard (Ind AS 116) “Leases”:

Ind AS 116 will replace the existing leases standard, Ind AS 17 “Leases” w.e.f. April 1, 2019. IndAS 116 sets out the principles for the recognition, measurement, presentation and disclosure ofleases for both lessees and lessors. It introduces a single, on balance sheet lessee accountingmodel for lessees. A lessee recognises right-of-use asset representing its right to use the underlyingasset and a lease liability representing its obligation to make lease payments. The standard alsocontains enhanced disclosure requirements for lessees. Ind AS 116 substantially carries forwardthe lessor accounting requirements as prescribed in Ind AS 17. The effect on the Financial statementson adoption of Ind AS 116 is being evaluated by the Company.

(b) Other Amendments:

Several other Indian Accounting Standards have been amended on various issues with effect fromApril 1, 2019. The following amendments are relevant to the company:

(i) Ind AS 12 “Income Taxes”- Income tax consequences of dividend and uncertainty over incometax treatments;

(ii) Ind AS 19 “Employee Benefits”- Accounting for plan amendment, curtailment or settlement;

(iii) Ind AS 109 “Financial Instruments”- Measurement of prepayment features with negativecompensation in case of debt instruments;

None of these amendments are expected to have any material effect on the Company’s financialstatements.

3. Significant Accounting Policies

i) Statement of Compliance

These Financial Statements have been prepared in accordance with Ind AS notified under theCompanies (Indian Accounting Standards) Rules, 2015 (as amended).

ii) Basis of Preparation

The Financial Statements have been prepared on the historical cost convention on accrual basisexcept for certain financial instruments that are measured at fair values at the end of each reportingperiod, as explained in the accounting policies below:

- Certain financial assets and liabilities that are measured at fair value; and

- Defined benefit plans where plan assets are measured at fair value

Historical cost is generally based on the fair value of the consideration given in exchange for goodsand services.


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All assets and liabilities have been classified as current or non-current as per the Company’s normaloperating cycle and other criteria set out in Schedule III to the Companies Act, 2013. The Companyhas ascertained its operating cycle as 12 months for the purpose of current or non-currentclassification of assets and liabilities. Accordingly, all assets and liabilities have been classified ascurrent or non-current as per the Company’s operating cycle and other criteria set out in Ind AS-1‘Presentation of Financial Statements’ and Schedule III to the Companies Act, 2013.

The Financial Statements have been presented in Indian Rupees (INR), which is also the Company’sfunctional currency. All values are rounded off to the nearest two decimal lakhs, unless otherwiseindicated.

Fair Value Measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in anorderly transaction between market participants at the measurement date under current marketconditions.

The Company categorises assets and liabilities measured at fair value into one of three levelsdepending on the ability to observe inputs employed in their measurement which are described asfollows:

(i) Level 1: Quoted Prices (unadjusted) in active markets for identical assets or liabilities

(ii) Level 2: inputs are observable, either directly or indirectly, other than quoted prices includedwithin level 1 for the asset or liability.

(iii) Level 3: inputs are unobservable for the asset or liability reflecting significant modifications toobservable related market data or Company’s assumptions about pricing by marketparticipants.

For assets and liabilities that are recognised in the financial statements on a recurring basis, theCompany determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair valuemeasurement as a whole) at the end of each reporting period.

iii) Property, Plant and Equipment

Land and buildings held for use in the production or supply of goods or services, or for administrativepurposes, are stated in the Balance Sheet at cost less accumulated depreciation and impairmentlosses, if any.

Property, Plant & Equipment (PPE) comprises of Tangible assets and Capital Work in progress.PPE are stated at cost, net of tax/duty credit availed, if any, after reducing accumulated depreciationand accumulated impairment losses, if any; until the date of the Balance Sheet. The cost of PPEcomprises of its purchase price or its construction cost (net of applicable tax credit, if any), any costdirectly attributable to bring the asset to the location and condition necessary for it to be capable ofoperating in the manner intended by the management. Direct costs are capitalized until the asset isready for use and includes borrowing cost capitalised in accordance with the Company’s accountingpolicy.

Capital work in progress includes the cost of PPE that are not yet ready for the intended use.

An item of PPE is de-recognised upon disposal or when no future economic benefits are expectedto arise from the continued use of the asset. Any gain or loss arising on the disposal or retirementof an item of PPE is determined as the difference between the sales proceeds and the carryingamount of the asset and is recognised in the Statement of Profit and Loss.

As per internal technical evaluation carried out by the management, the management of the companybelieves that its Property, Plant & Equipment are of such nature that separate components are notdistinctly identifiable having different useful life. And therefore, Component level accounting andreporting is not practically feasible for the company.


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Depreciation of these PPE commences when the assets are ready for their intended use.

Depreciation is provided on the cost of Property, Plant and Equipment (other than land) less theirestimated residual value, using the straight-line method over the useful life of PPE as stated in theSchedule II to the Companies Act, 2013 or based on internal technical evaluation. The managementbelieves that the useful lives as assessed best represent the period over which management expectsto use these assets.

Useful lives of following class of PPE are as prescribed under Part C of Schedule II to the CompaniesAct, 2013, which are as under:-

Useful lives of following class of PPE are based on internal technical evaluation carried out by theCompany which is as under:-

The estimated useful lives, residual values and depreciation method are reviewed on an annualbasis and if necessary, changes in estimates are accounted for prospectively.

Depreciation on additions/deletions to PPE during the year is provided for on a pro-rata basis withreference to the date of additions/deletions.

Depreciation on subsequent expenditure on PPE arising on account of capital improvement orother factors is provided for prospectively over the remaining useful life.

Leasehold Land is amortised on “Straight Line Method” over its remaining lease period of 72 yearscommencing from the year 2002-03.

Freehold land is not depreciated.

iv) Intangible Assets

Intangible assets with finite useful life acquired separately, are recognised only if it is probable thatfuture economic benefits that are attributable to the assets will flow to the enterprise and the cost ofassets can be measured reliably. The intangible assets are recorded at cost and are carried at costless accumulated amortization and accumulated impairment losses, if any.

Intangible assets are amortized over the estimated period of benefit, not exceeding ten years.

Intangible asset is derecognised on disposal, or when no future economic benefits are expectedfrom use or disposal. Gains or losses arising from derecognition of an intangible asset are determinedas the difference between the net disposal proceeds and the carrying amount of the asset andrecognised in the Statement of Profit and Loss when the asset is derecognised.

Asset Description Assets Useful life (in Years) Factory Building 30 Building other than Factory Building 60 R & D Equipments 10 Office Equipments 5 Computers 3 Server 10 Road 5 Furniture and Fixtures 10 Vehicle 8

Asset Description Assets Useful life (in Years) Plant & Machinery 20 Plant & Machinery (Tank) 25 Wind Electric Generators 22


78

Intangible assets are amortised on Straight Line Method from the date they are available for use,over the useful lives of the assets as estimated by the Management as under:

v) Impairment of non-financial assets

The Company reviews at each reporting period whether there is any indication that an asset maybe impaired. If any such indication exists, the company estimates the recoverable amount of theasset. If such recoverable amount of the asset or the recoverable amount of the cash generatingunit to which the asset belongs is less than its carrying amount, the carrying amount is reduced toits recoverable amount. The reduction is treated as an impairment loss and is recognised in theStatement of Profit & Loss. If at the reporting period, there is an indication that there is change inthe previously assessed impairment loss, the recoverable amount is reassessed and the asset isreflected at the recoverable amount.

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessingvalue in use, the estimated future cash flows are discounted to their present value using a pre-taxdiscount rate that reflects current market assessments of the time value of money and the risksspecific to the asset for which the estimates of future cash flows have not been adjusted.

An assessment is made at the end of each reporting period to see if there are any indications thatimpairment losses recognised earlier may no longer exist or may have come down. The impairmentloss is reversed, if there has been a change in the estimates which has the effect of increasing theasset’s recoverable amount since the previous impairment loss was recognised. If it is so, thecarrying amount of the asset is increased to the lower of its recoverable amount and the carryingamount that has been determined, net of depreciation, had no impairment loss been recognised forthe asset in prior years. After a reversal, the depreciation charge is adjusted in future periods toallocate the asset’s revised carrying amount, less any residual value, on a systematic basis over itsremaining useful life. Reversals of Impairment loss are recognised in the Statement of Profit andLoss.

vi) Inventories

Inventories are valued at lower of cost and net realisable value after providing for impairment andother losses, where considered necessary. The basis of determining the value of each class ofinventory is as follows:

vii) Revenue Recognition

The Company has applied Ind AS 115 using the modified retrospective approach and therefore thecomparative information has not been restated and continues to be reported under erstwhile Ind

Asset Description Assets Useful life (in Years) Software & Licenses 3

Inventories Cost Formulae Raw Material, packing materials, fuels and stores and spares

At first–in–first out basis (Net of eligible credit)

Raw Material in Transit At invoice price Work-in-progress At Cost, comprising of raw material cost, labour

cost and appropriate proportion of manufacturing expenses and overheads based on stage of completion.

Finished Goods At Cost, comprising of raw material cost, labour cost and appropriate proportion of manufacturing expenses and overheads.

Scrap At lower of Cost or Net Realisable Value


79

AS 18 and Ind AS 11. The new Standard is applied to those contracts which remained in force asat 1st April, 2018. The application of the standard does not have any significant impact on theretained earnings as at 1st April, 2018 or on these financial statements. The details of accountingpolicies under erstwhile Ind AS 18 and Ind AS 11 are disclosed separately, if they are different fromthose under Ind AS 115.

Revenues from sale of goods including power units or services are recognised upon transfer ofcontrol of the goods or services to the customer in an amount that reflects the consideration whichthe company expects to receive in exchange for those goods or services.

Revenue is measured at the transaction price of the consideration received or receivable dulyadjusted for variable consideration & customer’s right to return the goods and the same representsamounts receivable for goods and services provided in the normal course of business. Revenuealso excludes taxes collected from customers. Any retrospective revision in prices is accounted forin the year of such revision.

Revenue is recognised at a point in time on accrual basis as per the terms of the contract, whenthere is no uncertainty as to measurement or collectability of consideration. When there is uncertaintyas to measurement or ultimate collectability, revenue recognition is postponed until such uncertaintyis resolved.

When sales discount and rebate arrangements result in variable consideration, appropriate estimatesare made and estimated variable consideration is recognised as a deduction from revenue at thepoint of sale (to the extent that it is highly probable that a significant reversal in the amount ofcumulative revenue will not be required). The Company typically uses the expected value methodfor estimating variable consideration, reflecting that such contracts have similar characteristics anda range of possible outcomes.

The contract asset or a contract liability is recognised when either party to a contract has performed,depending on the relationship between the entity’s performance and the customer’s payment. Whenthe company has a present unconditional rights to consideration, it is recognised separately as areceivable.

Interest on investments is booked on a time proportion basis taking into account the amountsinvested and the rate of interest.

Dividend income is recognised when the right to receive the same is established.

Export incentives (Duty Drawback Scheme benefits) are accrued in the year when the right toreceive the same is established in respect of exports made and are accounted to the extent thereis no significant uncertainty about the measurability and ultimate realization/utilization of suchbenefits/duty credit.

Other income is recognised on accrual basis except when realization of such income is uncertain.

viii) Foreign Exchange Transactions

Transactions in currencies other than the Company’s functional currency (foreign currencies) arerecognised at the rates of exchange prevailing at the dates of the transactions. At the end of eachreporting period, monetary items denominated in foreign currencies are translated using exchangerate prevailing on the last day of the reporting period.

Non-monetary items which are carried in terms of historical cost denominated in a foreign currencyare reported using the exchange rate at the date of transaction.

Exchange differences on monetary items are recognised in the Statement of Profit and Loss in theperiod in which they arise.

ix) Leases

The determination of whether the arrangement is, or contains a lease, is based on the substance ofthe arrangement at the inception date. A lease is classified as finance lease or operating lease.


80

Assets acquired on leases where a significant portion of the risks and rewards of ownership areretained by the lessor are classified as operating leases. Lease rentals are charged to the Statementof Profit and Loss.

The assets taken on finance lease are capitalised at the inception of the lease at the lower of thefair value or the present value of minimum lease payments and a liability if any is created for anequivalent amount. Each lease rental paid is allocated between the liability and interest cost so asto obtain a constant periodic rate of interest on outstanding liability for each period.

x) Employees Benefits

Post Employment Benefit

(i) Defined Contribution Plan

The company’s contribution to defined contribution plan paid/payable for the year is chargedto the Statement of Profit and loss.

(ii) Defined Benefit Plan

The liabilities towards defined benefit schemes are determined using the Projected Unit Creditmethod. Actuarial valuation under the Projected Unit Credit method are carried out at thebalance sheet date. Remeasurement gains/losses arising from experience adjustments andchanges in actuarial assumptions are recognised in the period in which they occur in OtherComprehensive Income (OCI). These gains/losses which are recognised in OCI are reflectedin retained earnings and are not reclassified to Profit or Loss. Past service cost is recognisedimmediately to the extent that the benefits are already vested and otherwise it is amortizedon straight-line basis over the remaining average period until the benefits become vested.

The retirement benefit obligation recognised in the balance sheet represents the presentvalue of the defined benefit obligation as reduced by plan assets.

(iii) Short Term Employee Benefits

Short-term employee benefits expected to be paid in exchange for the services rendered byemployees are recognised undiscounted during the period employee renders services. Thesebenefits include salaries, wages, bonus, performance incentives, etc.

(iv) Other Long Term Employee Benefits

Compensated absences which are not expected to occur within twelve months after the endof the period in which the employee renders the related services are recognised as anactuarially determined liability at present value of the defined benefit obligation at the balancesheet date, using Projected Unit Credit method.

xi) Borrowing Costs

Borrowing costs are interest and ancillary costs incurred in connection with the arrangement ofborrowings. General and specific borrowing costs attributable to acquisition and construction ofqualifying assets is added to the cost of the assets upto the date the asset is ready for its intendeduse. A qualifying asset is an asset that necessarily takes a substantial period of time to get readyfor its intended use Capitalisation of borrowing costs is suspended and charged to the Statementof Profit and Loss during extended periods when active development activity on the qualifyingassets is interrupted. All other borrowing costs are recognised in the Statement of Profit and Lossin the period in which they are incurred.

xii) Statement of Cash Flow

Cash flows are reported using the indirect method, whereby profit before tax is adjusted for theeffects of transactions of a non-cash nature, any deferrals or accruals of past or future operating


81

cash receipts or payments and item of income or expenses associated with investing or financingcash flows. The cash flows are segregated into operating, investing and financing activities.

xiii) Income Taxes

Income tax expense represents the sum of the current tax and deferred tax.

(i) Current Tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from‘profit before tax’ as reported in the Statement of Profit and Loss because of items of incomeor expense that are taxable or deductible in other years and items that are never taxable ordeductible. The Company’s current tax is calculated using tax rates and laws that have beenenacted or substantively enacted by the end of the reporting period.

(ii) Deferred Tax

Deferred tax is recognised on temporary differences between the carrying amounts of assetsand liabilities in the financial Statements and the corresponding tax bases used in thecomputation of taxable profit. Deferred tax liabilities are generally recognised for all taxabletemporary differences. Deferred tax assets are generally recognised for all deductibletemporary differences to the extent that it is probable that taxable profits will be availableagainst which those deductible temporary differences can be utilized.

The carrying amount of deferred tax assets is reviewed at the end of each reporting periodand reduced to the extent that it is no longer probable that sufficient taxable profits will beavailable to allow all or part of the deferred tax asset to be utilized.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply inthe period in which the liability is settled or the asset realized, based on tax rates (and taxlaws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences thatwould follow from the manner in which the Company expects, at the end of the reportingperiod, to recover or settle the carrying amount of its assets and liabilities.

(iii) Current and Deferred Tax Expense for the Year

Current and deferred tax expense is recognised in the Statement of Profit and Loss, exceptwhen they relate to items that are recognised in other comprehensive income or directly inequity, in which case, the current and deferred tax are also recognised in other comprehensiveincome or directly in equity respectively.

xiv) Financial Instruments

Financial assets and Financial liabilities are recognised when the Company becomes a party to thecontractual provisions of the instruments.

Initial Recognition:

Financial assets and Financial liabilities are initially measured at fair value. Transaction costs thatare directly attributable to the acquisition or issue of financial assets and financial liabilities (otherthan financial assets and financial liabilities at Fair Value through Profit or Loss) are added to ordeducted from the fair value of the financial assets or financial liabilities, as appropriate, on initialrecognition. Transaction costs directly attributable to the acquisition of financial assets or financialliabilities at fair value through profit or loss are recognised in the Statement of Profit and Loss.

Classification and Subsequent Measurement: Financial Assets

The Company classifies financial assets as subsequently measured at amortised cost, fair valuethrough other comprehensive income (“FVTOCI”) or fair value through profit or loss (“FVTPL”) onthe basis of following:


82

• the entity’s business model for managing the financial assets; and

• the contractual cash flow characteristics of the financial assets.

Amortised Cost:

A financial asset shall be classified and measured at amortised cost, if both of the following conditionsare met:

• the financial asset is held within a business model whose objective is to hold financial assetsin order to collect contractual cash flows, and

• the contractual terms of the financial asset give rise on specified dates to cash flows that aresolely payments of principal and interest on the principal amount outstanding.

Fair Value through OCI:

A financial asset shall be classified and measured at FVTOCI, if both of the following conditions aremet:

• the financial asset is held within a business model whose objective is achieved by bothcollecting contractual cash flows and selling financial assets, and

• the contractual terms of the financial asset give rise on specified dates to cash flows that aresolely payments of principal and interest on the principal amount outstanding.

Fair Value through Profit or Loss:

A financial asset shall be classified and measured at FVTPL unless it is measured at amortisedcost or at FVTOCI.

All recognised financial assets are subsequently measured in their entirety at either amortised costor fair value, depending on the classification of the financial assets.

Impairment of financial assets:

The Company recognises loss allowance using expected credit loss model for financial assetswhich are measured at amortised cost. Expected credit losses are weighted average of creditlosses with the respective risks of default occurring as the weights. Credit loss is the differencebetween all contractual cash flows that are due to the Company in accordance with the contractand all the cash flows that the Company expects to receive, discounted at original effective rate ofinterest. The company follows ‘simplified approach’ for recognition of impairment loss allowanceon the group of financial assets.

For Trade Receivables, the Company measures loss allowance at an amount equal to expectedcredit losses. The Company computes expected credit loss allowance based on a provision matrixwhich takes into account historical credit loss experience and adjusted for forward-lookinginformation.

Derecognition of financial assets:

The Company derecognises a financial asset when the contractual right to receive the cash flowsfrom the asset expire, or when it transfers the financial asset and substantially all the risks andrewards of ownership of the asset to another party. If the Company neither transfers nor retainssubstantially all the risks and rewards of ownership and continues to control the transferred asset,the Company recognises its retained interest in the asset and an associated liability for amounts itmay have to pay. If the Company retains substantially all the risks and rewards of ownership of atransferred financial asset, the Company continues to recognise the financial asset and alsorecognises a collateralised borrowing for the proceeds received.

On derecognition of a financial asset in its entirety, the difference between the asset’s carryingamount and the sum of the consideration received and receivable and the cumulative gain or loss


83

that had been recognised in other comprehensive income and accumulated in equity is recognisedin profit or loss if such gain or loss would have otherwise been recognised in profit or loss ondisposal of that financial asset.

On derecognition of a financial asset other than in its entirety (e.g. when the Company retains anoption to repurchase part of a transferred asset), the Company allocates the previous carryingamount of the financial asset between the part it continues to recognise under continuing involvement,and the part it no longer recognises on the basis of the relative fair values of those parts on the dateof the transfer. The difference between the carrying amount allocated to the part that is no longerrecognised and the sum of the consideration received for the part no longer recognised and anycumulative gain or loss allocated to it that had been recognised in other comprehensive income isrecognised in profit or loss if such gain or loss would have otherwise been recognised in profit orloss on disposal of that financial asset. A cumulative gain or loss that had been recognised in othercomprehensive income is allocated between the part that continues to be recognised and the partthat is no longer recognised on the basis of the relative fair values of those parts.

Classification and Subsequent Measurement: Financial liabilities:

Financial liabilities are classified as either financial liabilities at FVTPL or ‘other financial liabilities’.

Financial Liabilities at FVTPL:

Financial liabilities are classified as at FVTPL when the financial liability is held for trading or aredesignated upon initial recognition as FVTPL.

Gains or Losses on liabilities held for trading are recognised in the Statement of Profit and Loss.

Other Financial Liabilities at amortised cost:

Other financial liabilities (including borrowings and trade and other payables) are subsequentlymeasured at amortised cost using the effective interest method.

The effective interest method is a method of calculating the amortised cost of a financial liabilityand of allocating interest expense over the relevant period. The effective interest rate is the ratethat exactly discounts estimated future cash payments (including all fees and points paid or receivedthat form an integral part of the effective interest rate, transaction costs and other premiums ordiscounts) through the expected life of the financial liability, or (where appropriate) a shorter period,to the net carrying amount on initial recognition.

Financial liabilities and equity instruments:

• Classification as debt or equity:

Debt and equity instruments issued by the Company are classified as either financial liabilitiesor as equity in accordance with the substance of the contractual arrangements and thedefinitions of a financial liability and an equity instrument.

• Equity instruments:

An equity instrument is any contract that evidences a residual interest in the assets of anentity after deducting all of its liabilities.

Equity instruments issued by a Company are recognised at the proceeds received.

Derecognition of financial liabilities:

The Company derecognises a financial liability when its contractual obligations are discharged orcancelled or expired. The Company also derecognises a financial liability when its terms are modifiedand the cash flows under the modified terms are substantially different.

Offsetting:

Financial assets and financial liabilities are offset and the net amount is reported in the Balance


84

Sheet where there is a legally enforceable right to offset the recognised amounts and there isan intention to settle on a net basis or realise the asset and settle the liability simultaneously.

xv) Derivative Financial Instruments

The Company holds derivative financial instruments such as foreign exchange forward contractsto manage its exposure to foreign currency exchange rate risks.

Derivatives are initially recognised at fair value at the date the contracts are entered into. Subsequentto initial recognition, these contracts are measured at fair value at the end of each reporting periodand changes are recognised in Statement of Profit and Loss.

xvi) Segment Reporting

The Company identifies primary segments based on the dominant source, nature of risks andreturns and the internal organisation and management structure. The operating segments are thesegments for which separate financial information is available and for which operating profit / lossamounts are evaluated regularly by the Chief Operating Decision Making Body (CODM) in decidinghow to allocate resources and in assessing performance.

The accounting policies adopted for segment reporting are in line with the accounting policies ofthe Company.

Segment revenue, segment expenses, segment assets and segment liabilities have been identifiedto segments on the basis of their relationship to the operating activities of the segment.

Revenue, expenses, assets and liabilities which relate to the Company as a whole and are notallocable to segments on reasonable basis have been included under “unallocated revenue/expenses/ assets/liabilities” respectively.

xvii) Earnings Per Share

Basic earnings per share is computed by dividing the profit / (loss) after tax with the weightedaverage number of equity shares outstanding during the year. Diluted earnings per share is computedby dividing the profit / (loss) after tax as adjusted for dividend, interest and other charges to expenseor income (net of any attributable taxes) relating to the dilutive potential equity shares, with theaggregate of weighted average number of equity shares considered for deriving basic earnings pershare and the weighted average number of equity shares which could have been issued on theconversion of all dilutive potential equity shares.

xviii) Dividend

Provision is made in the accounts for the amount of any final dividend declared on the date of itsapproval by the shareholders. Interim dividends, if any, are recorded as a liability on the date of itsdeclaration by the company’s board of directors.

xix) Research and Development

Revenue expenditure on research and development is charged to Statement of Profit and Loss inthe year in which it is incurred. Capital expenditure on research and development is considered asan addition to Property, Plant & Equipment/Intangible Assets.

xx) Provisions, Contingent Liabilities and Contingent Assets

Provisions

Provisions are recognised when, based on Company’s present obligation (legal or constructive) asa result of a past event, it is probable that the Company will be required to settle the obligation anda reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settlethe present obligation at the end of the reporting period, taking into account the risks and uncertainties


85

surrounding the obligation. When a provision is measured using the cash flows estimated to settlethe present obligation, its carrying amount is the present value of those cash flows (when the effectof the time value of money is material).

Contingent Liabilities and Assets

Contingent liabilities are disclosed in the Financial Statements by way of notes to accounts, unlesspossibility of an outflow of resources embodying economic benefit is remote.

Contingent assets are disclosed in the Financial Statements by way of notes to accounts when aninflow of economic benefits is probable.

4.Uncertainty

The preparation of the Company’s financial statements requires management to make judgements,estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities,and the accompanying disclosures, and the disclosure of contingent liabilities at the date of the financialstatements. Estimates and assumptions are continuously evaluated and are based on management’sexperience and other factors, including expectations of future events that are believed to be reasonableunder the circumstances. Uncertainty about these assumptions and estimates could result in outcomesthat require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Key estimates, assumptions and judgements

In particular, the Company has identified the following areas where significant judgements, estimatesand assumptions are required. Further information on each of these areas and how they impact thevarious accounting policies are described below and also in the relevant notes to the financial statements.Changes in estimates are accounted for prospectively.

(i) Income taxes

Significant judgements are involved in determining the provision for income taxes, including amountexpected to be paid/recovered for uncertain tax positions as also to determine the amount of deferredtax that can be recognised, based upon the likely timing and the level of future taxable profits.

(ii) Useful lives of Property, Plant and Equipment/Intangible Assets

Property, Plant and Equipment/ Intangible Assets are depreciated/amortised over their estimateduseful lives, after taking into account estimated residual value. The useful lives and residual valuesare based on the Company’s historical experience with similar assets and taking into accountanticipated technological changes or commercial obsolescence. Management reviews the estimateduseful lives and residual values of the assets annually in order to determine the amount ofdepreciation/amortisation to be recorded during any reporting period. The depreciation/amortisaionfor future periods is revised, if there are significant changes from previous estimates and accordingly,the unamortised/depreciable amount is charged over the remaining useful life of the assets.

(iii) Contingent Liabilities

In the normal course of business, Contingent Liabilities may arise from litigation and other claimsagainst the Company. Potential liabilities that are possible but not probable of crystallising or arevery difficult to quantify reliably are treated as contingent liabilities. Such liabilities are disclosed inthe Notes but are not recognised. Potential liabilities that are remote are neither recognised nordisclosed as contingent liability. The management decides whether the matters need to be classifiedas ‘remote’, ‘possible’ or ‘probable’ based on expert advice, past judgements, experiences etc.

(iv) Evaluation of Indicators for Impairment of Property, Plant and Equipment

The evaluation of applicability of indicators of impairment of assets requires assessment of externalfactors (significant decline in asset’s value, economic or legal environment, market interest ratesetc.) and internal factors (obsolescence or physical damage of an asset, poor economic performance


86

of the idle assets etc.) which could result in significant change in recoverable amount of the Property,Plant and Equipment and such assessment is based on estimates, future plans as envisaged byCompany.

(v) Actuarial Valuation

The determination of Company’s liability towards defined benefit obligation to employees is madethrough independent actuarial valuation including determination of amounts to be recognised inthe income statement and in other comprehensive income. Such valuation depend upon assumptionsdetermined after taking into account inflation, seniority, promotion and other relevant factors suchas supply and demand factors in the employment market.

(vi) Allowance for impairment of trade receivables

The expected credit loss is mainly based on the ageing of the receivable balances and historicalexperience. The receivables are assessed on an individual basis assessed for impairmentcollectively, depending on their significance. Moreover, trade receivables are written off on a case-to-case basis if deemed not to be collectable on the assessment of the underlying facts andcircumstances.

(vii) Provisions

Provisions and liabilities are recognised in the period when it becomes probable that there will be afuture outflow of funds resulting from past operations or events and the amount of cash outflow canbe reliably estimated. The timing of recognition and quantification of the liability requires theapplication of judgement to existing facts and circumstances, which can be subject to change. Thecarrying amounts of provisions and liabilities are reviewed regularly and revised to take account ofchanging facts and circumstances.

(viii) Revenue Recognition

The Company’s contracts with customers include promises to transfer products and power units tothe customers. The Company assesses the products and power units promised in a contract andidentifies distinct performance obligations, if any, in the contract. Identification of distinct performanceobligation involves judgement to determine the deliverables and the ability of the customer to benefitindependently from such deliverables. Judgement is also required to determine the transactionprice for the contract. The Company exercises judgement in determining whether the performanceobligation is satisfied at a point in time or over time. The Company considers indicators such as towho controls the asset as it is being created or existence of enforceable right to payment forperformance to date and alternate use of such product, transfer of significant risks and rewards tothe customer, acceptance of delivery by the customer, etc. The judgment is also exercised indetermining the variable consideration, if any, involved in transaction price and also in estimatingthe impact of customer’s right to return the goods, based on prior experience. The company hasexercised judgments and concluded that it has only one performance obligation from each of itscontract with customers and it is being satisfied at a point in time.


87

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88

5B. Intangible assets(` in Lakhs)

Particulars Software & TotalLicenses

Gross Block

As at 1st April, 2017 - -

Additions - -

Deductions/Adjustments -

As at 31st March, 2018 - -

Additions 1.84 1.84

Deductions/Adjustments - -

As at 31st March, 2019 1.84 1.84

Accumulated Amortisation

As at 1st April, 2017 - -

Charge for the year - -



Charge for the year - -



Net Block

Balance as at 31st March, 2018 - -

Balance as at 31st March, 2019 1.84 1.84

Investments in Equity Instruments

Investments in other entities

(at FVTOCI)

87,950 Equity Shares of Sintex Industries Limited(Quoted – Fully paid up) (Face Value 10 per share) 7.56 15.79

87,950 Equity Shares of Sintex Plastics Technology Limited(Quoted – Fully paid up) (Face Value 10 per share) 17.77 50.66

Total 25.33 66.45

Aggregate cost of quoted investments 7.88 7.88

Aggregate market value of quoted investments 25.33 66.45

6. Investments

(` in Lakhs)

Particulars As at As at31st March, 2019 31st March, 2018


89

7. Financial Assets : Others(Unsecured, Considered Good unless Otherwise Stated)Security Deposits 0.39 0.39

Lien-marked Margin Money Deposits against Bank Guarantees 14.21 9.59

Total 14.60 9.97

8. Other Non-current Assets(Unsecured, Considered Good unless Otherwise Stated)Capital advances 6.66 6.76

Prepaid Expenses 1.35 1.70

Balances with Government Authorities

- CST 2.58 2.58

- VAT - 0.31

- Income Tax (Refund Receivable) 64.47 -

- Income Tax paid under protest 67.09 -

Advance Income tax (net of provisions) - 124.79

Total 142.15 136.14

9. InventoriesRaw Materials 287.44 177.75

Raw Materials -Goods in transit - 94.70

Work in Progress 245.64 63.30

Finished goods 359.55 307.17

Packing materials 6.70 4.20

Fuel 15.40 10.92

Stores and Spares 17.63 15.45

Total 932.38 673.49

Notes:(i) Write down of inventories to net realisable value amounted to Nil (31st March, 2018 14.55 Lakhs).

These were recognised as an expense during the year.

10. Trade ReceivablesUnsecured, Considered Good

Others 764.89 790.06

Credit impaired - 7.31

Less: Provision for credit losses - 7.31

Total 764.89 790.06

(` in Lakhs)



90

(` in Lakhs)


11. Cash and Cash Equivalents

Balances with Banks

In current account - 1.00

In cash credit account - 46.70

Cash on hand 0.20 0.38

Total 0.20 48.08

12. Other Bank Balances

Other bank deposits with original maturity of more than3 months upto 12 months including accrued interest 1,692.55 1,019.33

Earmarked bank balances* 28.09 10.75

Total 1,720.64 1,030.08

*These balances represents unclaimed dividend account which is earmarked for payment of dividendand cannot be used for any other purpose.

13. Financial Assets : Others

Wind farm Receivable - 2.80

Forward Contract Asset - 7.45

Total - 10.25

14. Current Tax Assets (Net)

Advance Tax (Net of provisions) 4.97 -

Total 4.97 -

15. Other Current Assets

Unsecured, considered good

Balances with Government Authorities 3.44 -

Prepaid Expenses 30.14 29.80

Advances to vendors 20.00 5.05

Employee Advance 0.10 -

Contract Asset - Right to Recover an Asset 10.83 -

Total 64.51 34.85


91

(` in Lakhs)


16. Equity Share Capital

Authorised

17,550,000 (P.Y. 17,550,000) Equity shares of 10/- each 1,755.00 1,755.00

Total 1,755.00 1,755.00

Issued, Subscribed and Fully Paid Up

9,783,240 (P.Y. 9,783,240) Equity Shares 10/- each 978.32 978.32

Total 978.32 978.32

Reconciliation of number of equity shares outstanding at the beginning and at the end of reportingperiod is as under:

Particulars No. of Share CapitalShares (` in Lakhs)

As at 1st April, 2017 97,83,240 978.32

Additions/(Reductions) - -

As at 31st March, 2018 97,83,240 978.32

As at 1st April, 2018 97,83,240 978.32

Additions/(Reductions) - -

As at 31st March, 2019 97,83,240 978.32

Details of Shareholder holding more than 5 percent share in Company:

Name of the Shareholder As at 31st March, 2019 As at 31st March, 2018

No. of % Holding No. of % HoldingShares Shares

Alkyl Amines Chemicals Limited 29,77,996 30.44% 29,77,996 30.44%

Amit M. Mehta 8,62,099 8.81% 8,62,099 8.81%

Perfo Chem (India) Pvt Ltd 8,40,000 8.59% 8,40,000 8.59%

Cherry A Mehta 6,95,178 7.11% 6,95,178 7.11%

Right, Preferences and restrictions attached to Shares

(i) The Company has only one class of shares referred to as equity shares having par value of ` 10.Each holder of equity shares is entitled to one vote per share.

(ii) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive anyof the remaining assets of the Company, after distribution of all preferential amounts. The distributionwill be in proportion to the number of equity shares held by the shareholders.

(iii) The Board of Directors in their meeting held on 17th May, 2019 have recommended a final dividendof 2 per Equity Share (previous year 2.5 per equity share) to be approved by the shareholders inthe ensuing general meeting. On approval, this will result in an outflow of ` 235.88 (previous year` 292.61 Lakhs) including dividend distribution tax.


92

(` in Lakhs)


17. Other Equity

General Reserve 517.12 517.12

Retained Earnings 3,368.13 2,706.96

Equity instruments carried through other comprehensive income (OCI) 17.46 58.58

Total 3,902.71 3,282.66

Particulars relating to Other Equity

General Reserve

Balance at the beginning of the year 517.12 517.12

Additions/Deductions during the year - -

Balance at the end of the year 517.12 517.12

Retained Earnings

Balance at the beginning of the year 2,706.96 2,176.96

Add: Net Profit for the year 1,313.18 708.90

Add: Other comprehensive income arising from re-measurementof defined benefit obligation, net of income tax (6.02) (2.28)

Less: Payments of dividends (Interim and Final) (538.08) (146.75)

Less: Tax on Dividends (Interim and Final) (107.91) (29.87)

Balance at the end of the year 3,368.13 2,706.96

Equity instruments carried through other comprehensiveincome (OCI)

Balance at the beginning of the year 58.58 85.18

Fair value gain/(loss) on investments in equity instruments (41.12) (26.60)

Balance at the end of the year 17.46 58.58

Total 3,902.71 3,282.66

Description of the nature and purpose of Other Equity

General Reserve : The General Reserve comprises of transfer of profits from retained earnings forappropriation purposes. The reserve can be distributed/utilised by the Company in accordance with theprovisions of Companies Act, 2013.

Retained Earnings: Retained Earnings are the profits that the Company has earned till date and is net ofamount transferred to other reserves such as general reserves etc.& amount distributed as dividends andrelated dividend distribution taxes.

Reserve for equity instruments through other comprehensive income : This represents cumulativegains / (losses) arising on the measurement of equity instruments at Fair Value through OtherComprehensive Income.


93

18. ProvisionsProvision for employee benefits

Gratuity 25.18 19.22

Compensated absences 20.89 14.06

Total 46.07 33.28

19. Deferred Tax Liabilities (Net)Deferred tax Liabilities (Refer Note 36) 449.44 426.17

Less: Deferred tax Assets (Refer Note 36) (28.99) (31.19)

Total 420.45 394.98

20. BorrowingsSecured

From Banks- In cash credit account* 198.61 -

Total 198.61 -

*The Company has availed working capital facilities and other non-fund based facilities viz., BankGuarantees and Letter of Credits, which are secured by hypothecation charge on Inventories, book debtsand all other current assets of the unit, as primary security and registered mortgage charge over land &building and hypothecation charge on plant & machinery as collateral security.

21. Trade PayablesMicro, Small & Medium Enterprises* 16.86 -

Others 388.68 364.77

Total 405.54 364.77

*The amount due to Micro and Small Enterprises as defined in the “The Micro, Small and MediumEnterprises Development Act, 2006” has been determined to the extent such parties have been identifiedon the basis of information available with the Company.

Payment made to suppliers beyond the due date during the year was Nil (P.Y. Nil). No interest duringthe year has been paid to Micro and Small Enterprises as there were no delayed payments. Further,interest accrued and remaining unpaid at the year end is ` Nil (P.Y. Nil).

22. Other Financial LiabilitiesForward Contract Liability 9.21 -Unclaimed dividends 28.09 10.75

Contract Liability - Refund to Customer 16.66 -Payable for Capital Goods 1.06 -

Other Payables 111.96 83.55

Total 166.98 94.30

(` in Lakhs)



94

(` in Lakhs)


23. Other Current Liabilities

Liability for Statutory Payments 23.01 19.17

Contract Liability - Advance from Customers 12.85 1.63

Total 35.86 20.80

24. Provisions

Provision for employee benefits

Gratuity 17.55 14.71

Compensated absences 6.64 6.73

Others

Provision for Sales Return - 21.46

Others 14.62 10.00

Total 38.81 52.90

25. Current Tax Liabilities (Net)

Provision for Tax(Net of Advance Tax) - 42.78

Total - 42.78


95

26. Revenue From Operations

Sale of products

Manufactured Goods 4,516.52 3,771.85

Sale of Power generation from windmill 213.45 173.85

Other Operating Revenue

Sale of Scrap 0.37 5.65

Duty Drawback Scheme benefits 1.29 4.65

Total 4,731.63 3,956.00

27. Other Income

Interest on Fixed and Other Deposits 88.29 25.50

Interest on IT Refund - 6.64

Dividend Income 0.09 0.22

Other Non-Operating Income :

Exchange gains/(losses) on foreign currency 6.54 12.04

Profit/(loss) on Sale of Asset 0.93 -

Balances/Provisions written back (Net) 0.26 -

Miscellaneous Income 0.37 0.71

Total 96.48 45.11

28. Cost of materials consumed

Raw Materials Consumed :

Opening Stock 272.45 122.12

Add: Purchases 1,380.48 1,307.21

Less: Closing Stock 287.44 272.45

1,365.49 1,156.88

Packing Materials :

Opening Stock 4.20 6.01

Add: Purchases 164.89 119.80

Less: Closing Stock 6.70 4.20

162.39 121.61

Total 1,527.88 1,278.49

(` in Lakhs)




96

(` in Lakhs)



29. Changes in Inventories of Finished Goods and Work-In-Progress

Finished Goods

Closing Stock 359.55 307.17

Less: Opening Stock 307.17 230.78

52.38 76.39

Work in Progress

Closing Stock 245.64 63.30

Less: Opening Stock 63.30 308.54

182.34 (245.24)

Total (234.72) 168.85

30. Employee Benefits Expense

Salaries, Wages and Bonus 359.66 298.86

Contribution to Provident and Other Funds 34.89 33.04

Staff Welfare Expenses 46.79 41.71

Total 441.34 373.61

31. Finance Costs

Interest on

Cash Credit Facilities 1.44 3.48

Term Loans - 9.71

Others 0.10 7.23

Other Borrowing Costs

Bank Charges 3.52 1.50

Processing Charges 2.00 10.06

Total 7.06 31.98


97

32. Other ExpensesConsumption of stores and spare parts 58.06 52.82Power and Fuel 477.33 365.31Rent 6.82 3.87Repair and Maintenance

- Buildings 81.80 15.00- Machinery 140.17 93.58- Others 3.75 5.56

Insurance 18.99 19.92Rates and Taxes 3.81 5.25Job Work Charges 2.34 0.86Legal and Professional Fees 42.93 47.19Auditor’s Remuneration

- Audit Fees 8.75 6.29- Tax Audit Fees 1.85 1.60- Certification Fees 0.87 1.40

Director’s Sitting fees 9.48 10.68Commission to Directors 25.05 14.46Printing and Stationery 3.71 5.81Security Charges 15.71 14.94Research and Development Expenses 8.95 -Balances Written off (Net) 2.76 3.86Travelling and Motor Car Expenses 23.86 27.65Corporate Social Responsibility Expenses (Refer below) 10.40 3.72Impairment Loss on Property, Plant and Equipment 3.90 -Miscellaneous Expenses* 152.71 171.74

Total 1,104.00 871.51

* None of the item individually accounts for more than 10,00,000 or 1% of revenue whichever is higher.

(i) Expenditure towards Corporate Social Responsibility (CSR) activities:

(a) Gross amount required to be spent by the Company during the year: 10.39 Lakhs (PreviousYear: 3.72 Lakhs)

(b) Amount spent in cash during the year on: (` in Lakhs)

Particulars In Cash Yet to be Totalpaid in cash

(i) Construction/acquisition of any Asset - - -- - -

(ii) On purposes other than above 10.40 - 10.40(3.72) - (3.72)

Amounts in bracket indicate previous year figures.

(` in Lakhs)




98

33. Exceptional Item

Loss on Surrender of GIDC Land - 152.52

Total - 152.52

34. Research and Development (R&D) :

The Company has in-House R&D unit at its registered office and is registered with the Department ofScientific & Industrial Research (DSIR), Ministry of Science & Technology, New Delhi.

The details of expenditure (Capital & Revenue) incurred during financial year 2018-19 are as under:

(` in Lakhs)

Particulars R&D Expenditure Others Total

Capital Expenditure 31.61 - 31.61

Revenue Expenditure - Research Expenses

Employee Benefits Expense (In Note 30)

- Salaries, Wages and Bonus 26.90 - 26.90

- Contribution to Provident and Other Funds 1.87 - 1.87

Other Expenses (In Note 32)

- R&D Expenses 8.95 - 8.95

- Stores and Spares Consumed 17.32 - 17.32

- Legal and Professional fees 6.00 - 6.00

Depreciation on R & D Equipment - 4.34 4.34

Total R&D Expenditure incurred in 2018-19 92.65 4.34 96.99

Total R&D Expenditure incurred in 2017-18 10.70 3.21 13.91

35. Disclosures as per Ind AS- 115 “Revenue from Contracts with Customers”:

1. The Company derives revenues from sale of goods, power units and scrap from its contracts withcustomers. The revenues have been disclosed in Note No.26 “Revenue from Operations”.

2. The disaggregation of revenues is as under: (` in Lakhs)

Nature For the For theyear ended year ended


Revenue from contracts with customers

Revenues from sale of goods 4,516.52 3,771.85

Revenues from sale of power units 213.45 173.85

Revenues from sale of scrap - (other operating revenue) 0.37 5.65

Total 4,730.34 3,951.35

(` in Lakhs)




99

The revenues are further disaggregated into revenues from domestic as well as export market asfollows:

(` in Lakhs)

Nature Domestic Exports

For the year For the year For the year For the yearended 31st ended 31st ended 31st ended 31st

March, 2019 March, 2018 March, 2019 March, 2018

Sale of goods 4,426.45 3,389.94 90.07 381.91

Sale of power units 213.45 173.85 - -

Sale of scrap 0.37 5.65 - -

Total 4,640.27 3,569.44 90.07 381.91

3. The movement in Company’s receivables, contract assets and contract liabilities are as under:

(` in Lakhs)

Particulars Receivables Contract Assets ContractLiabilities

Balance as at the beginning of the year 790.06 - 1.63

Additions / (Adjustments) (25.16) 10.83 29.51

Balance as at the end of the year 764.90 10.83 31.14

The revenue of 1.63 lakhs has been recognised from the carried forward contract liabilities balanceas at the beginning of the year.

4. The revenue from contracts with customers for the year includes variable consideration (volumediscounts) of ` 35.41 lakhs, which has been deducted from the transaction price. The companyuses expected value method in measuring the variable consideration. There were no constraints inestimating variable consideration.

5. The revenue from contracts with customers for the year also include the impact of customers’ right toreturn the goods of ` 10.83 lakhs. The same has been deducted from the transaction price. Thecorresponding refund liability and right to recover an asset have been recognised in the financialstatements.

6. The Company has applied practical expedient referred to in paragraph 121 of Ind AS 115 andaccordingly, has not disclosed information related to remaining performance obligations. Noconsideration from contracts with customers is excluded from the remaining performance obligations.

36. Disclosure pursuant to Ind AS 12 on “Income Taxes”

A. Components of Tax Expenses/(Income)(` in Lakhs)

a. Profit or Loss Section For the For theyear ended year ended


Current Tax 447.20 216.55

Earlier Year (6.41) -

Deferred Tax 27.94 (101.52)

Income tax expense reported in the statement of profit or loss 468.73 115.03


100

(` in Lakhs)

b. Other Comprehensive Income Section For the For theyear ended year ended


Net loss/(gain) on Remeasurements of Defined Benefits Plans (2.47) (0.88)

Income Tax Expense reported in Other Comprehensive Income (2.47) (0.88)

B. Reconciliation of Income Tax Expense/(Income) and Accounting Profit multiplied by domestic taxrate applicable in India

(` in Lakhs)



Profit before Tax 1,781.91 823.95Corporate Tax rate as per Income Tax Act, 1961 29.12% 27.82%Tax on Accounting Profit 518.89 229.22Tax effect of :Income Exempt from Tax (0.03) (0.06)Expenses Allowed separately (171.82) (88.87)Tax on Expense not deductible 98.95 74.23Excess Provision Made 1.21 2.03

Current Tax Provision (A) 447.20 216.55

Deferred Tax Liability (1.47) (106.47)Deferred Tax Asset 29.41 4.95Explanation for change in applicable tax rate

Deferred Tax Asset/(Liability) (B) 27.94 (101.52)

Tax expenses recognised during the year (A+B) 475.14 115.03

Effective Tax Rate 26.66% 13.96%

Deferred Tax2018-19Components and Reconciliation of Deferred Tax (Assets)/Liabilities

(` in Lakhs)

Particulars Opening Recognised Recognised ClosingBalance in Profit or in other Balance

Loss ComprehensiveIncome

Depreciation on Property, Plant and Equipment 426.17 23.27 - 449.44Provision for Provident Fund liability (2.78) (0.13) - (2.91)Expenses allowable for tax purpose when paid (20.92) (1.34) (2.47) (24.73)Provision for Sales Return (2.81) 2.81 - -Provision for Doubtful debts and advances (4.26) 3.05 - (1.21)

Provision for Cenvat Receivable (0.42) 0.28 - (0.14)

Total 394.98 27.94 (2.47) 420.45


101

2017-18

Components and Reconciliation of Deferred Tax (Assets)/Liabilities(` in Lakhs)

Particulars Opening Recognised Recognised ClosingBalance in Profit or in other Balance

Loss ComprehensiveIncome

Depreciation on Property, Plant and Equipment 524.91 (98.73) - 426.18Provision for Provident Fund liability (3.31) 0.52 - (2.79)Expenses allowable for tax purpose when paid (24.47) 4.43 (0.88) (20.92)Provision for Sales Return 0.25 (3.06) - (2.81)Provision for Doubtful debts and advances - (4.26) - (4.26)Provision for Cenvat Receivable - (0.42) - (0.42)

Total 497.38 (101.52) (0.88) 394.98

37. In accordance with Ind AS - 33, "Earnings Per Share", the Basic and Diluted EPS have beencalculated as under:



Profits available to equity shareholders (` in Lakhs) 1,313.18 708.90

Weighted Average Number of Equity Shares 97,83,240 97,83,240

Earnings Per Share of 10 each- Basic & Diluted (in `) 13.42 7.25

38. Contingent Liabilities and Commitments (to the extent not provided for) (` in Lakhs)


(A) Contingent liabilities not provided for in respect of:

(a) Guarantees issued by the bankers on behalf of the Company 50.47 74.83

Total (a) 50.47 74.83

(b) Provident Fund * - -(c) Pending Litigations:

(i) Claims against the company not acknowledged asdebt under labour laws 6.40 6.40

(ii) Income Tax 283.20 240.46

(iii) Service Tax/Excise 77.71 76.78

(iv) Provident Fund 29.50 29.50

(v) Directorate General of Foreign Trade 53.65 53.65

Total (c) 450.46 406.79

Total (a+c) 500.93 481.62


102

(B) Commitments: (` in Lakhs)


(a) Estimated amount of contracts remaining to be executed oncapital account and not provided for (Net of Advances) 115.69 15.29

* There are numerous interpretative issues relating to the Supreme Court Judgement on Provident Funddated 28th February, 2019. The company has initiated the process of evaluating the impact of saidjudgement, if any, on its financials. Due to various complexities involved presently in ascertaining theimpact, the company is not able to reliably estimate the quantum of provision, if any, required to be madeas at 31st March, 2019. The company will make necessary provision, if any, on receiving further clarity onthe subject and on completion of its impact evaluation process on the matter.

39. LeasesOperating leaseThe Company has certain warehouses for its business operations under leave and license agreements.These are generally not non-cancellable agreements and they are for the periods not exceeding 12 monthsunder the said agreements. The said agreements are renewable by mutual consent on mutually agreeableterms.

Lease Payments recognised during the year: (` in Lakhs)



Lease Payments - Rent 6.82 3.87

40. Employee BenefitsThe Company has classified various employee benefits as under:

A. Defined Contribution Plansi. Provident Fund

ii. Superannuation FundThe Provident Fundis operated by the Regional Provident Fund Commissioner and the SuperannuationFund is administered by the LIC of India as applicable for all eligible employees. Under the schemes, theCompany is required to contribute a specified percentage of payroll costs to the retirement benefit schemesto fund the benefits. These funds are recognised by the Income Tax Authorities.

The Company has recognised the following amounts in the Statement of Profit and Loss:

(` in Lakhs)



Contribution to Provident Fund 23.27 21.49

Superannuation Fund 4.34 4.40

Total 27.61 25.89

B. Defined Benefit Plans

The Company operates a gratuity plan covering qualifying employees. Under the gratuity plan, the eligibleemployees are entitled to post retirement benefit at the rate of 15 days salary for each year of service until


103

the retirement age of 58, subject to a payment ceiling of 20 lakhs. The benefit vests upon completion offive years of continuous service as per “The Payment of Gratuity Act” and once vested it is payable to theemployee on retirement or on termination of employment. The Company makes annual contribution to thegroup gratuity scheme administered by the Life Insurance Corporation of India through its Gratuity TrustFund.

Under the compensated absences plan, leave encashment is payable to all eligible employees onseparation from the Company due to death, retirement, superannuation or resignation. At the rate of dailysalary, as per current accumulation of leave days.

The provision towards Compensated Absences is as under:(` in Lakhs)


Non-Current liability 20.89 14.06

Current liability 6.64 6.73

Total 27.53 20.79

Gratuity is defined benefit plan and Company is exposed to following Risks:

Interest Risk :

A fall in the discount rate which is linked to the Government Securities Rate will increase the presentvalue of the liability requiring higher provision. A fall in the discount rate generally increases the mark tomarket value of the assets depending on the duration of asset.

Salary Risk :

The present value of the defined benefit plan liability is calculated by reference to the future salaries ofmembers. As such, an increase in the salary of the members more than assumed level will increase theplan’s liability.

Investment Risk :

The present value of the defined benefit plan liability is calculated using a discount rate which is determinedby reference to market yields at the end of the reporting period on government bonds. If the return on planasset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relativelybalanced mix of investments in government securities, and other debt instruments.

Mortality Risk :

Since the benefits under the plan is not payable for the life time and payable till retirement age only, plandoes not have any longevity risk.

C. The Company offers the following employee benefits scheme to its employees

a. Gratuity (Funded through annual payment to Life insurance corporation of India)

b. Compensated absences encashment (Unfunded)

a. Gratuity

Valuations in respect of above have been carried out by independent actuary, as at the balancesheet date, based on the following assumptions:

(` in Lakhs)

Particulars Valuation as at31st March, 2019 31st March, 2018

i. Discount Rate (per annum) 7.79% 7.73%

ii. Rate of increase in compensation levels (per annum) 4.50% 4.50%

iii. Expected Rate of Return on Assets 7.79% 7.73%


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iv. Attrition Rate 2.00% 2.00%

v. Mortality rate during the employment Indian Assured Lives Mortality (2006-08)

vi. Actuarial Valuation Method Projected Unit Credit Method

vii. Retirement Age (years) 58 58

viii. The expected rate of return on plan assets is determined after considering several applicable factorssuch as the composition of the plan assets, investment strategy, market scenario, etc. In order toprotect the capital and optimise returns within acceptable risk parameters, the plan assets are welldiversified.

ix. The discount rate is based on the prevailing market yields of Government of India securities as at thebalance sheet date for the estimated term of the obligations.

x. The estimate of future salary increases considered, takes into account the inflation, seniority,promotion, increments and other relevant factors.

The provision towards the Gratuity is as under: (` in Lakhs)


Non-Current liability 25.18 19.22

Current liability 17.55 14.71

Total 42.73 33.93

(` in Lakhs)



Gratuity Funded Gratuity Funded

i. Change in the Present Value of Projected Benefit Obligation

Present Value of Benefit Obligation at the Beginning of the Period 86.10 106.00

Interest Cost 6.66 7.96

Current Service Cost 4.64 4.51

(Benefit Paid From the Fund) (14.52) (33.72)

Actuarial (Gains)/ Losses on Obligations - Due to Change inFinancial Assumptions (0.16) (0.65)

Actuarial (Gains)/ Losses on Obligations - Due to Experience 7.76 1.99

Present Value of Benefit Obligation at the End of the Period 90.47 86.10

ii. Changes in the Fair value of Plan Assets

Fair Value of Plan Assets at the Beginning of the Period 52.17 75.73

Interest Income 4.03 5.69

Contributions by the Employer 6.94 6.31

(Benefit Paid From the Fund) (14.52) (33.72)

Return on Plan Assets, Excluding Interest Income (0.90) (1.83)

Fair Value of Plan Assets at the End of the Period 47.74 52.17


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iii. Net (Liability)/Asset Recognised in the Balance Sheet

(Present Value of Benefit Obligation at the end of the Period) (90.47) (86.10)

Fair Value of Plan Assets at the end of the Period 47.74 52.17

Funded Status (Surplus/ (Deficit)) (42.74) (33.93)

Net (Liability)/Asset Recognised in the Balance Sheet (42.74) (33.93)

iv. Expenses Recognised in the Statement of Profit or Loss forthe Current Period

Current Service Cost 4.64 4.51

Net Interest Cost 2.62 2.27

Expenses Recognised 7.26 6.79

v. Expenses Recognised in the Other Comprehensive Income(OCI) for Current Period

Actuarial (Gains)/ Losses on Obligation For the Period 7.59 1.34

Return on Plan Assets, Excluding Interest Income 0.90 1.83

Net (Income)/Expenses For the Period Recognised in OCI 8.49 3.17

vi. Maturity Analysis of the Benefit Payments : From the Fund

Projected Benefits Payable in Future Years From the Date of Reporting

1st Following Year 27.05 14.33

2nd Following Year 8.08 11.53

3rd Following Year 29.44 13.68

4th Following Year 9.50 30.61

5th Following Year 8.42 8.07

Sum of Years 6 to 10 16.75 22.15

Sum of Years 11 to above 30.06 24.37

vii. Sensitivity Analysis

Projected Benefit Obligation on Current Assumptions 90.47 86.10

Delta Effect of +1% Change in Rate of Discounting (2.58) (2.80)

Delta Effect of -1% Change in Rate of Discounting 2.89 3.10

Delta Effect of +1% Change in Rate of Salary Increase 2.95 3.17

Delta Effect of -1% Change in Rate of Salary Increase (2.68) (2.91)

Delta Effect of +1% Change in Rate of Employee Turnover 0.58 0.56

Delta Effect of -1% Change in Rate of Employee Turnover (0.66) (0.63)

Notes on Sensitivity Analysis

i. Sensitivity analysis for each significant actuarial assumptions of the Company which are discountrate and salary assumptions as of the end of the reporting period, showing how the defined benefitobligation would have been affected by changes is presented in the table above.

ii. In presenting the above sensitivity analysis, the present value of the projected benefit obligation hasbeen calculated using the projected unit credit method at the end of the reporting period, which is thesame method as applied in calculating the projected benefit obligation as recognised in the balancesheet.

iii. There is no change in the method from the previous period and the points /percentage by which theassumptions are stressed are same to those in the previous year.


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41. Information on Segment Reporting as per Ind AS 108 on "Operating Segments"

Operating Segments are those components of business whose operating results are regularly reviewedby the Chief Operating Decision making body in the Company to make decisions for performanceassessment and resource allocation.The Company has identified two reportable primary segments,Speciality Chemicals and Power Generation in terms of Ind AS 108 on “Operating Segments”.

(` in Lakhs)



A. Segment Revenue (Sales / Services to external customers):a. Speciality Chemicals 4,518.18 3,782.15

b. Power Generation 213.45 173.85

Total Revenue 4,731.63 3,956.00

B. Segment Results :Profit / (Loss) before Tax and Interest

a. Speciality Chemicals 1,608.43 901.75


Total 1,737.42 992.17

Less : Interest Expense 7.06 31.98

Others Unallocated Expenses (51.55) 136.26

Profit/(Loss) before Tax 1,781.91 823.93

Current Tax 447.20 216.55

Tax relating to Earlier Years (6.41)Deferred Tax 27.94 (101.52)

468.73 115.03

Profit /(Loss) after Tax 1,313.18 708.90

(` in Lakhs)


Other Information :Segment Assets

a. Speciality Chemicals 5,559.96 4,344.90


c. Others – Unallocated 25.33 66.45

Total 6,193.36 5,264.79

Segment Liabilities

a. Speciality Chemicals 1,312.32 1,003.81

b. Power Generation - -

c. Others – Unallocated - -

Total 1,312.32 1,003.81


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Capital Expenditure during the year

a. Speciality Chemicals– Tangible Fixed Assets 237.01 64.16

– Capital Advances 6.66 6.76

b. Power Generation - -


Total 243.67 70.92

Depreciation during the year

a. Speciality Chemicals 156.11 150.28



Total 200.64 194.81

Notes :

i. There is only one single customer contributing 10% or more to the company’s revenue for F.Y. 2018-19 i.e. ` 832.58 lakhs and Nil for F.Y. 2017-18.

ii. The revenue from the said customer pertains to the Speciality Chemicals.

iii. The Company does not have any other reportable segment in terms of Ind AS 108 on “OperatingSegments”.

42. Related Party Disclosures:

Name of related parties and description of their relationships are as under:

(A) Associate Company:

Alkyl Amines and Chemicals Limited

(B) Key Managerial Personnel:

Mr. Yogesh M Kothari Chairman - Non Executive Director

Mr. Amit M Mehta Vice Chairman - Non Executive Director

Mr. Kirat Patel Non Executive Director

Mr. Rajendra Chhabra Independent Director

Mr. Shreyas Mehta Independent Director

Mrs. Darshna Mankad Independent Director (upto 23rd January, 2018)

Mr. Dhruv Kaji Independent Director (upto 11th February, 2019)

Mr. Ambrish Dalal Independent Director

Mrs. Kejal Pandya Independent Director (w.e.f 27th April, 2018)

Mr. G. S. Venkatachalam Executive Director

(C) Entities over which Key Managerial Personnel exercise significant influence:

S Amit & Co.

S Amit Speciality Chemicals Pvt. Ltd.


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(D) Entity over which Associate exercises significant influence - Subsidiary of Associate Company

Alkyl Speciality Chemicals Limited

The following transactions were carried out with the related parties in ordinary course of businessduring the year:

(` in Lakhs)

Nature of Transaction Entities over which Key TotalKey Managerial Managerial

Personnel exercise personnelsignificant influence

Remuneration paid - 37.93 37.93- (34.78) (34.78)

Mr. G. S. Venkatachalam - 37.93 37.93- (34.78) (34.78)

Sitting Fees paid - 9.48 9.48- (10.68) (10.68)

Mr. Yogesh M Kothari - 0.86 0.86- (1.26) (1.26)

Mr. Amit M Mehta - 0.96 0.96- (1.35) (1.35)

Mr. Kirat Patel - 2.50 2.50- (2.70) (2.70)

Mr. Rajendra Chhabra - 2.36 2.36- (2.76) (2.76)

Mr. Shreyas Mehta - 0.20 0.20- (0.60) (0.60)

Mrs. Darshna Mankad - - -

- (1.00) (1.00)

Mr. Dhruv Kaji - 0.40 0.40- (0.40) (0.40)

Mr. Ambrish Dalal - 1.00 1.00- (0.60) (0.60)

Mrs. Kejal Pandya - 1.20 1.20- - -

Interest on Loans - - -- (1.15) (1.15)

Mr. Yogesh M Kothari - - -- (0.94) (0.94)

Mr. Ambrish Dalal - - -- (0.21) (0.21)

Loans Repaid - - -- (75.00) (75.00)

Mr. Yogesh M Kothari - - -- (50.00) (50.00)

Mr. Ambrish Dalal - - -- (25.00) (25.00)


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Commission - 25.05 25.05- (14.46) (14.46)

Mr. Yogesh M Kothari - 5.58 5.58- (2.54) (2.54)

Mr. Amit M Mehta - 5.58 5.58- (2.54) (2.54)

Mr. Kirat Patel - 2.32 2.32- (1.06) (1.06)

Mr. Rajendra Chhabra - 2.32 2.32- (1.06) (1.06)

Mr. Shreyas Mehta - 0.93 0.93- (0.42) (0.42)

Mr. Dhruv Kaji - - -- (0.42) (0.42)

Mr. Ambrish Dalal - 0.93 0.93- (0.42) (0.42)

Mrs. Kejal Pandya - 0.93 0.93- - -


Reimbursement of Expenses 3.86 0.43 4.29(3.62) (0.56) (4.17)


S Amit & Co. 3.86 - 3.86(0.15) - (0.15)

S Amit Speciality Chemicals Pvt. Ltd. - - -(3.46) - (3.46)

Amounts in bracket indicate previous year figures.

Balance as at: (` in Lakhs)


Other payable: 25.05 14.49

Key Managerial Personnel:

Mr. Yogesh M Kothari - 0.01

Mr. Amit M Mehta - 0.01

Mr. Rajendra Chhabra - 0.01

Commision to Directors:

Mr. Yogesh M Kothari 5.58 2.54

Mr. Amit M Mehta 5.58 2.54

Mr. Rajendra Chhabra 2.32 1.06

Mr. Kirat Patel 2.32 1.06


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Mr. Shreyas Mehta 0.93 0.42

Mr. Dhruv Kaji - 0.42

Mr. Ambrish Dalal 0.93 0.42

Mrs. Kejal Pandya 0.93 -

Mr. G. S. Venkatachalam 6.45 6.00

Category-wise break up of compensation to key management personnel during the year is as follows:(` in Lakhs)



Short-term employee benefits 72.46 59.92

Post-employment benefits 19.71 11.96

43. Disclosures on financial instruments

This section gives an overview of the significance of financial instruments for the Company and providesadditional information on balance sheet items that contain financial instruments.

The details of significant accounting policies, including the criteria for recognition, the basis of measurementand the basis on which income and expenses are recognised, in respect of each class of financial asset,financial liability and equity instrument are disclosed in note 3 to the financial statements.

(a) Financial assets and liabilities:

The following table presents the carrying amounts and fair value of each category of financial assets andliabilities as at 31st March, 2019 and 31st March, 2018.

I. Financial assets: (` in Lakhs)


Measured at fair value through Profit and Loss (FVTPL)

Derivatives

- Forward Contracts - 255.18

Total - 255.18

Measured at fair value through Other ComprehensiveIncome (FVTOCI)

(a) Investments in equity instruments : 25.33 66.45

Total 25.33 66.45

Measured at amortised cost

Trade and other receivables 764.89 790.06

Cash and cash equivalents 0.20 48.08

Other bank balances 1,720.64 1,030.08

Other financial assets 14.60 20.23

Total 2,500.33 1,888.45


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II. Financial liabilities: (` in Lakhs)


Measured at fair value through Profit and Loss (FVTPL)

Derivatives

- Forward Contracts 9.21 -

Total 9.21 -

Measured at amortised cost

Short term borrowings 198.61 -

Trade payables 405.54 364.77

Other financial liabilities 157.77 94.30

Total 761.92 459.07

(b) Capital

For the purpose of the Company’s Capital Management, Capital includes issued Equity Capital and allOther Reserves attributable to the Equity shareholders of the Company. The Primary objective of theCompany’s Capital Management is to maximise the shareholders’ value. The Company’s CapitalManagement objectives are to maintain equity including all reserves to protect economic viability and tofinance any growth opportunities that may be available in future so as to maximise shareholder’s value.The Company is monitoring Capital using debt equity ratio as its base, which is debt to equity. The Companymonitors capital using debt-equity ratio, which is total debt divided by total equity. The capital structure ofthe Company as at 31st March, 2019 does not include any debt as the Company has repaid all itsborrowings.

Debt Equity Ratio - Total Debt divided by Total Equity (` in Lakhs)


Total Debt 198.61 -

Total Equity 4,881.03 4,260.98

Debt Equity Ratio 0.04 -

Fair Value Measurement:

This note provides information about how the Company determines fair values of various financial assets.

Fair value of the Company’s financial assets/financial liabilities that are measured at fair value ona recurring basis

Some of the Company’s financial assets are measured at fair value at the end of each reporting period.The following table gives information about how the fair values of these financial assets are determined.

1. Financial assets / liabilities at fair value through Profit and Loss (FVTPL) (` in Lakhs)

Particulars As at 31st March, 2019 As at 31st March, 2018

Level 1 Level 2 Level 3 Level 1 Level 2 Level 3

Financial assets / (liabilities) measuredat fair value

Gain / (Loss) on Forward Contract (9.21) 7.45

Valuation technique and key input : Mark to market Statement provided by State Bank of India


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2. Financial assets / liabilities at fair value through other comprehensive income (FVTOCI)(` in Lakhs)

Particulars As at 31st March, 2019 As at 31st March, 2018

Level 1 Level 2 Level 3 Level 1 Level 2 Level 3

Financial assets measured at fair value

Investments in equity -

Quoted 25.33 66.45

Valuation technique and key input: Quoted bid prices from Bombay Stock Exchange.Fair value of financial assets and financial liabilities that are not measured at fair value (but fairvalue disclosures are required)Management considers that the carrying amounts of financial assets and financial liabilities recognised inthe financial statements (except fair value of investments in equity instruments and derivatives forwardcontracts) approximate their fair values.There has been no transfers between level 1, level 2 and level 3 for the years ended 31st March, 2019.

(c) Financial risk management:The Company’s financial risk management is an integral part of how to plan and execute its businessstrategies. The risk management policy is approved by the Company’s Board. The Company’s principalfinancial liabilities comprise of borrowings, trade and other payables. The main purpose of these financialliabilities is to finance the Company’s operations and to provide guarantees to support its operations inselective instances. The Company’s principal financial assets include trade and other receivables, andcash and cash equivalents that derive directly from its operations and investments. The company isexposed to market risk, credit risk, liquidity risk etc. The objectives of the Company’s financing policy areto secure solvency, limit financial risks and optimise the cost of capital. The Company’s capital structureis managed using equity and debt ratios as part of the Company’s financial planning.(a) Market risk:

Market risk is the risk that changes in market prices- such as foreign exchange rates, interest ratesand equity prices- will affect the Company’s income or the value of its holdings of financial instrument.The objective of market risk management is to manage and control market risk exposures withinacceptable parameters while optimising the return. The major components of market risk are foreigncurrency risk, interest rate risk and price risk.(I) Foreign Currency Risk:

Foreign currency risk is the risk that the fair value or future cash flows of an exposure willfluctuate because of changes in foreign exchange rates. The Company undertakes transactionsdenominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise.Foreign currency exposure as at 31st March, 2019 are hedged as per the policy of the company

Particulars As at 31st March, 2019 As at 31st March, 2018Amount in ` in Amount in ` in

Foreign currency Lakhs Foreign currency Lakhs

Payable USD 4,09,959 294.62 3,80,145 249.65

Receivable USD - - 1,30,316 81.90

Foreign Currency Sensitivity:The Company is principally exposed to foreign currency risk against USD. Sensitivity of profitor loss arises mainly from USD denominated receivables and payables.As per management’sassessment of reasonable possible changes in the exchange rate of +/- 5% between USD-INRcurrency pair, sensitivity of profit or loss only on outstanding foreign currency denominatedmonetary items at the period end is presented below:


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(` in Lakhs)

USD sensitivity at year end For the For theyear ended year ended

31st March, 2019 31st March, 2018Assets:Weakening of INR by 5% - 4.10Strengthening of INR by 5% - -4.10Liabilities:Weakening of INR by 5% -14.73 -12.48Strengthening of INR by 5% 14.73 12.48Forward foreign exchange contractsIt is the policy of the Company to enter into forward foreign exchange contracts to cover foreigncurrency payments in USD. The Company enters in to contracts with terms upto 120 days.Forward cover is obtained from bank for each of the aggregated exposures and the Trade dealis booked. The forward cover deals are all backed by actual trade underlines and settlement ofthese contracts on maturity are by actual delivery of the hedged currency for settling the underlinehedged trade transaction.Though the forward contracts are not designated as hedging instruments, they are used forhedging foreign currency exposure and outstanding as at year ended 31st March, 2019 and31st March, 2018 are as under:-

Outstanding contracts Average exchange rates Foreign Currency31st March, 31st March, 31st March, 31st March,

2019 2018 2019 2018USD-Sell 71.87 65.44 4,09,959 3,90,166

(` in Lakhs)

Outstanding contracts Nominal Amounts Fair value31st March, 31st March, 31st March, 31st March,

2019 2018 2019 2018In INR 294.62 255.32 285.41 255.18Total 294.62 255.32 285.41 255.18

(II) Interest rate risk:The Company invests the surplus fund generated from operations in bank deposits. Bankdeposits are made for a period of upto 12 months and carry interest rate of 6.4%-6.8% as perprevailing market interest rate. Considering these bank deposits are short term in nature, thereis no significant interest rate risk.

(III) Price risk:The Company’s equity securities price risk arises from investments held and classified in thebalance sheet at fair value through OCI. The Company’s equity investments in Sintex IndustriesLimited & Sintex Plastics Technology Limited are publicly traded.Price sensitivity analysis:The sensitivity of profit or loss in respect of investments in equity shares at the end of thereporting period for +/-5% change in price and net asset value is presented below:Other comprehensive income for the year ended 31st March, 2019 would increase / decreaseby 1.27 Lakhs (P.Y. 3.32 Lakhs) as a result of 5% changes in fair value of equity investmentsmeasured at FVTOCI.

(b) Credit risk:Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting infinancial loss to the Company. The Company has adopted a policy of only dealing with creditworthy


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counterparties as a means of mitigating the risk of financial loss from defaults. The Company’sexposure and wherever appropriate, the credit ratings of its counterparties are continuously monitoredand spread amongst various counterparties. Credit exposure is controlled by counterparty limits thatare reviewed and approved by the management of the Company. Financial instruments that aresubject to concentrations of credit risk, principally consist of balance with banks, investments inequity instruments and trade receivables.

None of the financial instruments of the Company result in material concentrations of credit risks.

(c) Liquidity risk:The Company manages liquidity risk by maintaining sufficient cash and cash equivalents andavailability of funding through an adequate amount of committed credit facilities to meet the obligationswhen due. Management monitors rolling forecasts of liquidity position and cash and cash equivalentson the basis of expected cash flows. In addition, liquidity management also involves projecting cashflows considering level of liquid assets necessary to meet obligations by matching the maturity profilesof financial assets & liabilities and monitoring balance sheet liquidity ratios.

The information included in the tables have been drawn up based on the undiscounted cash flows offinancial liabilities based on the earliest date on which the Company can be required to pay. Thetables include both interest and principal cash flows. The contractual maturity is based on the earliestdate on which the Company may be required to pay. (` in Lakhs)

Particulars Less than 1 Years to 3 Years to 5 Years1 year 3 Years 5 Years and above

As at 31st March, 2019Short term borrowings 198.61 - - -Trade payables 405.54 - - -Other Financial Liabilities 166.98 - - -Total 771.13 - - -As at 31st March, 2018Short term borrowings - - - -Trade payables 364.77 - - -Other Financial Liabilities 94.30 - - -Total 459.07 - - -

44. The Company is in the process of completing necessary procedures for transferring the shares on whichthe dividend has not been claimed for the period of 7 consecutive years to Investor Education and ProtectionFund.

45. The company has sought balance confirmations from trade receivables and trade payables, whereversuch balance confirmations are received by the Company, the same are reconciled and appropriateadjustments if required, are made in the books of accounts.

46. Previous year’s figures have been regrouped, wherever necessary, to confirm to current year’sclassification.

47. Approval of Financials StatementsThe Financial Statements were approved for issue by the Board of Directors on17th May, 2019.



Vishal P. Doshi G.S.VENKATACHALAM DIPEN RUPARELIAPartner Executive Director Chief Financial OfficerMembership No.101533 DIN : 02205898Place : Vadodara HEMAXI PAWAR Place : MumbaiDate : 17th May, 2019 Company Secretary Date : 17th May, 2019


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ATTENDANCE SLIPCIN NO : L24110GJ1976PLC002905

NAME OF THE COMPANY: Diamines and Chemicals Limited

REGISTERED OFFICE : Plot No.13, PCC Area, P.O. Petrochemicals, Vadodara-391 346.

Please complete this Attendance Slip and hand over at the Entrance of the Hall.I/We hereby record my/our presence at the 43rd Annual General Meeting held at Plot No.13, PCC Area, P.O.Petrochemicals, Vadodara –391 346 at 12:00 Noon on Friday, the 9th August, 2019.

Regd. Folio/DP ID & Client ID

Name and Address of the Shareholder(s):

No. of shares held

If Shareholder(s), Please Sign here If Proxy, Please Sign here

Form No: MGT-11PROXY FORM

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies(Management and Administration) Rules, 2014]

CIN NO: L24110GJ1976PLC002905NAME OF THE COMPANY: Diamines and Chemicals LimitedREGISTERED OFFICE: Plot No.13, PCC Area, P.O. Petrochemicals, Vadodara-391 346.

Name of Member (s) :Registered Address :

E-mail Id:Folio No/Client Id:DP ID:

I/We, being the member(s) of __________, Shares of the above named Company, hereby appoint:

1) Name : ________________________________________________________________________________Address : ______________________________________________________________________________

______________________________________________________________________________E-mail Id : _____________________________________________________________________________Signature: ________________________, or failing him/her

2) Name : ________________________________________________________________________________Address : ______________________________________________________________________________

______________________________________________________________________________E-mail Id : _____________________________________________________________________________Signature: ________________________, or failing him/her

3) Name : ________________________________________________________________________________Address : ______________________________________________________________________________

______________________________________________________________________________E-mail Id : _____________________________________________________________________________Signature: ________________________


116

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 43rd (Forty-Third) AnnualGeneral Meeting of the Company, to be held on the 9th day of August, 2019 at 12:00 Noon at Registered office ofthe Company situated at Plot No. 13, PCC Area, P. O. Petrochemicals, Vadodara - 391 346 and/or at anyadjournment thereof in respect of such resolutions as are indicated below:

Resolution No:1) To receive, consider and adopt the audited Financial Statements of the Company for the Financial Year

ended on 31st March, 2019 together with the Reports of the Board of Directors' and Auditors' thereon for theyear ended on 31st March, 2019.

2) To appoint a Director in place of Mr. Amit Mehta (DIN: 00073907), who retires by rotation and being eligible,offers himself for re-appointment.

3) To appoint a Director in place of Mr. G. S. Venkatachalam (DIN: 02205898), who retires by rotation andbeing eligible, offers himself for re-appointment.

4) To confirm the payment of Interim Dividends on Equity Shares for financial year 2018-19 and to declare finaldividend of ` 2 per Ordinary (Equity) share of ` 10/- each for the financial year 2018-19.

5) Re-appointment of Mr. Rajendra Chhabra (DIN: 00093384) as an Independent Non-Executive Director.6) Re-appointment of Dr. Ambrish Dalal (DIN: 02546506) as an Independent Non-Executive Director.7) Re-appointment of Mr. Shreyas Mehta (DIN: 00211592) as an Independent Non-Executive Director.8) Change in place of keeping of Registers and Returns.

Sign this _______ day of ________ 2019

Signature of Shareholder: ___________________________

Signature of proxy holder(s): _____________________, _____________________, _____________________

Note: this form of Proxy in order to be effective should be duly completed and deposited at the Registeredoffice of the Company, not less than 48 hours before the commencement of the Meeting.

AffixRevenue

stamp


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Form No: MGT-12POLLING PAPER

[Pursuant to Section 109(5) of the Companies Act, 2013 and Rule 21(1)(c) of the Companies (Management andAdministration) Rules, 2014]

CIN NO: L24110GJ1976PLC002905NAME OF THE COMPANY: Diamines and Chemicals LimitedREGISTERED OFFICE: Plot No.13, PCC Area, P.O. Petrochemicals, Vadodara –391 346

Place :Date : _________________________

(Signature of Shareholder)

I hereby exercise my vote in respect of Ordinary/Special resolution enumerated below by recording my assent ordissent to the said resolution in the following manner:

BALLOT PAPER

Sr. No

Particulars Details

1 Name of the First Named Shareholder (In Block Letters) 2 Postal Address

3 Registered Folio No. /*Client ID. No. (*Applicable to investors holding shares in dematerialized form)

4 Class of Share

No. Item No. No. of Shares held by

me

I assent to the

resolution

I dissent from the

resolution

1 To receive, consider and adopt the audited Financial Statements of the Company for the Financial Year ended on March 31, 2019 together with the Reports of the Board of Directors’ and Auditors’ thereon for the year ended on March 31, 2019.

2 To appoint a Director in place of Mr. Amit Mehta (DIN: 00073907), who retires by rotation and being eligible, offers himself for re-appointment.

3 To appoint a Director in place of Mr. G. S. Venkatachalam (DIN: 02205898), who retires by rotation and being eligible, offers himself for re-appointment.

4 To confirm the payment of Interim Dividends on Equity Shares for financial year 2018-19 and to declare final dividend of ` 2 per Ordinary (Equity) share of ` 10/- each for the financial year 2018-19.

5 Re-appointment of Mr. Rajendra Chhabra (DIN: 00093384) as an Independent Non-Executive Director.

6 Re-appointment of Dr. Ambrish Dalal (DIN: 02546506) as an Independent Non-Executive Director.

7 Re-appointment of Mr. Shreyas Mehta (DIN: 00211592) as an Independent Non-Executive Director.

8 Change in place of keeping of Registers and Returns.

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